<PAGE>

                                                                   EXHIBIT 10.01

================================================================================

                                      [Published CUSIP Number: ________________]

                                CREDIT AGREEMENT

                            Dated as of July 1, 2004

                                      among

                         INTERNATIONAL GAME TECHNOLOGY,
                                as the Borrower,

                             WELLS FARGO BANK, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent,

                              THE BANK OF NEW YORK,
                         THE ROYAL BANK OF SCOTLAND PLC,
                           MIZUHO CORPORATE BANK, LTD.
                                       and
                         UNION BANK OF CALIFORNIA, N.A.,
                           as Co-Documentation Agents,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                             WELLS FARGO BANK, N.A.
                                       and
                            BNY CAPITAL MARKETS, INC.
                                       as
                  Joint Lead Arrangers and Joint Book Managers

================================================================================

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                                TABLE OF CONTENTS

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ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS..........................................................      1
         1.01     Defined Terms.................................................................................      1
         1.02     Other Interpretive Provisions.................................................................     23
         1.03     Accounting Terms..............................................................................     24
         1.04     Rounding......................................................................................     25
         1.05     Times of Day..................................................................................     25
         1.06     Letter of Credit Amounts......................................................................     25
ARTICLE II.           THE COMMITMENTS and Credit Extensions.....................................................     25
         2.01     Committed Loans...............................................................................     25
         2.02     Borrowings, Conversions and Continuations of Committed Loans..................................     26
         2.03     Letters of Credit.............................................................................     28
         2.04     Swing Line Loans..............................................................................     36
         2.05     Prepayments...................................................................................     39
         2.06     Termination or Reduction of Commitments.......................................................     40
         2.07     Repayment of Loans............................................................................     41
         2.08     Interest......................................................................................     41
         2.09     Fees..........................................................................................     42
         2.10     Computation of Interest and Fees..............................................................     42
         2.11     Evidence of Debt..............................................................................     43
         2.12     Payments Generally; Administrative Agent's Clawback...........................................     43
         2.13     Sharing of Payments by Lenders................................................................     45
         2.14     Increase in Aggregate Revolving Commitments...................................................     46
ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY....................................................     47
         3.01     Taxes.........................................................................................     47
         3.02     Illegality....................................................................................     50
         3.03     Inability to Determine Rates..................................................................     50
         3.04     Increased Costs; Reserves on Eurodollar Rate Loans............................................     50
         3.05     Compensation for Losses.......................................................................     52
         3.06     Mitigation Obligations; Replacement of Lenders................................................     53
         3.07     Survival......................................................................................     53
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ARTICLE IV.           CONDITIONS PRECEDENT TO Credit Extensions.................................................     53
         4.01     Conditions of Initial Credit Extension........................................................     53
         4.02     Conditions to all Credit Extensions...........................................................     55
ARTICLE V.            REPRESENTATIONS AND WARRANTIES............................................................     55
         5.01     Existence, Qualification and Power; Compliance with Laws......................................     55
         5.02     Authorization; No Contravention...............................................................     56
         5.03     Governmental Authorization; Other Consents....................................................     56
         5.04     Binding Effect................................................................................     56
         5.05     Financial Statements; No Material Adverse Effect..............................................     56
         5.06     Litigation....................................................................................     57
         5.07     No Default....................................................................................     57
         5.08     Ownership of Property; Liens..................................................................     57
         5.09     Environmental Compliance......................................................................     57
         5.10     Insurance.....................................................................................     57
         5.11     Taxes.........................................................................................     58
         5.12     ERISA Compliance..............................................................................     58
         5.13     Significant Subsidiaries; Equity Interests....................................................     58
         5.14     Margin Regulations; Investment Company Act; Public Utility Holding Company Act................     59
         5.15     Disclosure....................................................................................     59
         5.16     Compliance with Laws..........................................................................     59
         5.17     Intellectual Property; Licenses, Etc..........................................................     59
ARTICLE VI.           AFFIRMATIVE COVENANTS.....................................................................     60
         6.01     Financial Statements..........................................................................     60
         6.02     Certificates; Other Information...............................................................     60
         6.03     Notices.......................................................................................     62
         6.04     Payment of Obligations........................................................................     62
         6.05     Preservation of Existence, Etc................................................................     62
         6.06     Maintenance of Properties.....................................................................     63
         6.07     Maintenance of Insurance......................................................................     63
         6.08     Compliance with Laws..........................................................................     63
         6.09     Books and Records.............................................................................     63
         6.10     Inspection Rights.............................................................................     63
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                                       ii
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         6.11     Use of Proceeds...............................................................................     63
         6.12     Negative Pledge Approval......................................................................     64
ARTICLE VII.          NEGATIVE COVENANTS........................................................................     64
         7.01     Liens.........................................................................................     64
         7.02     Indebtedness..................................................................................     65
         7.03     Fundamental Changes...........................................................................     65
         7.04     Hostile Tender Offers.........................................................................     66
         7.05     Change in Nature of Business..................................................................     66
         7.06     Use of Proceeds...............................................................................     66
         7.07     Financial Covenants...........................................................................     66
ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES............................................................     66
         8.01     Events of Default.............................................................................     66
         8.02     Remedies Upon Event of Default................................................................     68
         8.03     Application of Funds..........................................................................     69
ARTICLE IX.           ADMINISTRATIVE AGENT......................................................................     70
         9.01     Appointment and Authority.....................................................................     70
         9.02     Rights as a Lender............................................................................     70
         9.03     Exculpatory Provisions........................................................................     70
         9.04     Reliance by Administrative Agent..............................................................     71
         9.05     Delegation of Duties..........................................................................     71
         9.06     Resignation of Administrative Agent...........................................................     71
         9.07     Non-Reliance on Administrative Agent and Other Lenders........................................     72
         9.08     No Other Duties, Etc..........................................................................     72
         9.09     Administrative Agent May File Proofs of Claim.................................................     72
ARTICLE X.            MISCELLANEOUS.............................................................................     73
         10.01    Amendments, Etc...............................................................................     73
         10.02    Notices; Effectiveness; Electronic Communication..............................................     75
         10.03    No Waiver; Cumulative Remedies................................................................     76
         10.04    Expenses; Indemnity; Damage Waiver............................................................     77
         10.05    Payments Set Aside............................................................................     78
         10.06    Successors and Assigns........................................................................     79
         10.07    Treatment of Certain Information; Confidentiality.............................................     82
         10.08    Right of Setoff...............................................................................     83
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                                      iii
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         10.09    Interest Rate Limitation......................................................................     83
         10.10    Counterparts; Integration; Effectiveness......................................................     84
         10.11    Survival of Representations and Warranties....................................................     84
         10.12    Severability..................................................................................     84
         10.13    Replacement of Lenders........................................................................     84
         10.14    Governing Law; Jurisdiction; Etc..............................................................     85
         10.15    Waiver of Jury Trial..........................................................................     86
         10.16    USA PATRIOT Act Notice........................................................................     86
         10.17    Cooperation with Gaming Boards................................................................     86
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                                       iv
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SCHEDULES

         2.01     Commitments and Pro Rata Shares
         2.03     Existing Letters of Credit
         5.13     Significant Subsidiaries
         7.01     Existing Liens
         7.02     Existing Indebtedness
         10.02    Administrative Agent's Office; Certain Addresses for Notices

EXHIBITS

                  FORM OF

         A        Committed Loan Notice
         B        Swing Line Loan Notice
         C-1      Revolving Note
         C-2      Term Note
         C-3      Swing Line Note
         D        Compliance Certificate
         E        Assignment and Assumption
         F        Opinion Matters

                                       v
<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of July 1, 2004,
among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the "Borrower"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), WELLS FARGO BANK, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A., as Syndication Agent,
and THE BANK OF NEW YORK, THE ROYAL BANK OF SCOTLAND PLC, MIZUHO CORPORATE BANK,
LTD. and UNION BANK OF CALIFORNIA, N.A., as Co-Documentation Agents. Banc of
America Securities LLC, Wells Fargo Bank, N.A. and BNY Capital Markets are the
Joint Lead Arrangers and Joint Book Managers for this Agreement.

      The Borrower has requested that the Lenders provide a revolving credit
facility and a term loan facility, and the Lenders are willing to do so on the
terms and conditions set forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

      "Adjusted Consolidated EBITDA" means, for any period, Consolidated EBITDA
for such period adjusted, on a consistent basis and in a manner reasonably
satisfactory to the Administrative Agent, to reflect purchases, acquisitions,
sales, transfers and other dispositions, made by the Borrower and its
Subsidiaries during such period as if they occurred at the beginning of such
period.

      "Administrative Agent" means Wells Fargo in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

      "Aggregate Commitments" means the Commitments of all the Lenders.

                                       1
<PAGE>

      "Aggregate Credit Exposures" means, at any time, the sum of (i) the unused
portion of the Revolving Commitment then in effect, (ii) the unused portion of
the Term Loan Commitment then in effect and (iii) the Total Outstandings at such
time.

      "Aggregate Revolving Commitments" means the Revolving Commitments of all
Revolving Lenders. As of the Effective Date, the Aggregate Revolving Commitments
are $1,300,000,000.

      "Agreement" means this Credit Agreement.

      "Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Debt Rating or Debt to Total Capitalization Ratio,
whichever results in more favorable pricing to the Borrower, as set forth below:

<TABLE>
<CAPTION>
                                          DEBT TO TOTAL                            APPLICABLE
                 DEBT RATING             CAPITALIZATION                            EURODOLLAR
LEVEL           SR. UNSECURED                 RATIO            FACILITY FEE           RATE
-----          ---------------           --------------        ------------        ----------
<S>            <C>                     <C>                     <C>                 <C>
  I            A3/A- or higher               < 17.5%             10.0 bps           40.0 bps
  II              Baa1/BBB+            > or = 17.5% < 27.5%      12.5 bps           50.0 bps
 III               Baa2/BBB            > or = 27.5% < 37.5%      15.0 bps           60.0 bps
  IV              Baa3/BBB-            > or = 37.5% < 50.0%      20.0 bps           80.0 bps
  V            Ba1/BB+ or lower            > or = 50.0%          25.0 bps          100.0 bps
</TABLE>

            "Debt Rating" means, as of any date of determination, the rating as
      determined by either S&P or Moody's (collectively, the "Debt Ratings") of
      the Borrower's non-credit-enhanced, senior unsecured long-term debt
      (unless the Loans shall have rating(s) assigned to them, in which case
      such rating(s) shall be used); provided that if a Debt Rating is issued by
      each of the foregoing rating agencies, then the higher of such Debt
      Ratings shall apply (with the Debt Rating for Pricing Level I being the
      highest and the Debt Rating for Pricing Level V being the lowest), unless
      there is a split in Debt Ratings of more than one level, in which case the
      Pricing Level that is one level lower than the Pricing Level of the higher
      Debt Rating shall apply.

            The Applicable Rate for Base Rate Loans shall be 0 bps at all times.

Notwithstanding the foregoing and whether or not any Debt Rating may then be in
effect, it is agreed that from the Closing Date through the date of the six
month anniversary thereof, all pricing shall be at Level III unless Level IV or
V would otherwise apply or unless a higher pricing level applies as a result of
an upgrade of Debt Ratings. Thereafter, each change in the Applicable Rate
resulting from a publicly announced change in the Debt Rating shall be
effective, in the case of an upgrade, during the period commencing on the date
of delivery by the Borrower to the Administrative Agent of notice thereof
pursuant to Section 6.03(e) and ending on the date immediately preceding the
effective date of the next such change and, in the case of a downgrade, during
the period commencing on the date of the public announcement thereof and ending
on the date immediately preceding the effective date of the next such change.

                                       2
<PAGE>

      Any increase or decrease in the Applicable Rate resulting from a change in
the Debt to Total Capitalization Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.02(b) in the case of the first three fiscal
quarters of any fiscal year, immediately following the date a certification of
the Debt to Total Capitalization Ratio is delivered pursuant to Section 6.02(c)
in the case of the final quarter of any fiscal year or, in the event Borrower
elects to provide a certification of the Debt to Total Capitalization Ratio
pursuant to Section 6.02(c) in the case of any of the first three fiscal
quarters of any fiscal year, immediately following the date of such certificate;
provided, however, that if a Compliance Certificate is not delivered when due in
accordance with Section 6.02(b) or a certification of Debt to Total
Capitalization Ratio is not delivered when due in accordance with Section
6.02(c), with respect to any fiscal period ending on or about September 30, then
the Debt to Total Capitalization Ratio shall be deemed to be that provided under
Pricing Level V as of the first Business Day after the date on which such
Compliance Certificate or certification of Debt to Total Capitalization Ratio
was required to have been delivered and shall continue to apply until the first
Business Day after the date such certificate is delivered. Notwithstanding the
foregoing, if the Borrower shall elect to provide a certification of the Debt to
Total Capitalization Ratio pursuant to Section 6.02(c) for any of the first
three fiscal quarters of any fiscal year and the certification of the Debt to
Total Capitalization Ratio set forth in the Compliance Certificate subsequently
delivered pursuant to Section 6.02(b) for such fiscal quarter shall result in a
Pricing Level that is lower than that reflected on the earlier certification,
then the Borrower shall pay to the Administrative Agent for the account of the
Lenders such additional amounts as will compensate the Lenders for the interest
and fees that were underpaid during the period between such certifications.

      "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      "Arrangers" means Banc of America Securities LLC, Wells Fargo Bank, N.A.
and BNY Capital Markets, Inc., in their capacities as joint lead arrangers and
joint book managers.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b), and accepted by the Administrative
Agent, in substantially the form of Exhibit E or any other form approved by the
Administrative Agent.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended on or about
September 30, 2003, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal year of the
Borrower and its Subsidiaries, including the notes thereto.

                                       3
<PAGE>

      "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of
termination of the commitment of each Revolving Lender to make Loans and of the
obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section
8.02.

      "Bank of America" means Bank of America, N.A. and its successors.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Wells Fargo as
its "prime rate." The "prime rate" is a rate set by Wells Fargo based upon
various factors including Wells Fargo's costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate.
Any change in such rate announced by Wells Fargo shall take effect at the
opening of business on the day specified in the public announcement of such
change.

      "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

      "Borrower" has the meaning specified in the introductory paragraph hereto.

      "Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as the
context may require.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the State of Nevada or the State of New York and, if such day relates
to any Eurodollar Rate Loan, means any such day on which dealings in Dollar
deposits are conducted by and between banks in the London interbank eurodollar
market.

      "Cash Collateralize" has the meaning specified in Section 2.03(g).

      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

      "Change of Control" means the occurrence of a Rating Decline in connection
with any of the following events or series of events:

            (a)   any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
      employee benefit plan of such person or its subsidiaries, and any person
      or entity acting in its capacity as trustee, agent or other fiduciary or
      administrator of any such plan) becomes the "beneficial owner" (as defined
      in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,

                                       4
<PAGE>

      except that a person or group shall be deemed to have "beneficial
      ownership" of all securities that such person or group has the right to
      acquire (such right, an "option right"), whether such right is exercisable
      immediately or only after the passage of time), directly or indirectly, of
      a majority of the equity securities of the Borrower entitled to vote for
      members of the board of directors or equivalent governing body of the
      Borrower on a fully-diluted basis (and taking into account all such
      securities that such person or group has the right to acquire pursuant to
      any option right);

            (b)   during any period of 24 consecutive months, a majority of the
      members of the board of directors or other equivalent governing body of
      the Borrower cease to be composed of individuals (i) who were members of
      that board or equivalent governing body on the first day of such period,
      (ii) whose election or nomination to that board or equivalent governing
      body was approved by individuals referred to in clause (i) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body or (iii) whose
      election or nomination to that board or other equivalent governing body
      was approved by individuals referred to in clauses (i) and (ii) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body (excluding, in the
      case of both clause (ii) and clause (iii), any individual whose initial
      nomination for, or assumption of office as, a member of that board or
      equivalent governing body occurs as a result of an actual or threatened
      solicitation of proxies or consents for the election or removal of one or
      more directors by any person or group other than a solicitation for the
      election of one or more directors by or on behalf of the board of
      directors); or

            (c)   any Person or two or more Persons acting in concert shall have
      acquired, by contract or otherwise, the power to exercise, directly or
      indirectly, a controlling influence over the management or policies of the
      Borrower, or control over the equity securities of the Borrower entitled
      to vote for members of the board of directors or equivalent governing body
      of the Borrower on a fully-diluted basis (and taking into account all such
      securities that such Person or group has the right to acquire pursuant to
      any option right) representing a majority of the combined voting power of
      such securities.

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

      "Code" means the Internal Revenue Code of 1986.

      "Commitment" means for each Lender, such Lender's Revolving Commitment
and/or Term Loan Commitment.

      "Commitments" means the Revolving Commitments and the Term Loan
Commitments.

      "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Term Lenders pursuant to
Section 2.01(a) or by each of the Revolving Lenders pursuant to Section 2.01(b).

      "Committed Loan" means a Loan made or to be made pursuant to Section 2.01.

                                       5
<PAGE>

      "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit D.

      "Consolidated EBITDA" means, for any period, net income of the Borrower
and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP plus the sum of, without duplication, (i) Consolidated
Interest Expense, (ii) provision for income taxes of the Borrower and its
Subsidiaries, and (iii) depreciation and amortization of the Borrower and its
Subsidiaries minus (x) extraordinary gains (or plus extraordinary losses) from
sales, exchanges and other dispositions not in the ordinary course of business
and other non-recurring items and (y) interest income, each to the extent
included in determining net income for such period.

      "Consolidated Interest Expense" means, for any period, the sum of, without
duplication, all interest (adjusted to give effect to all interest rate swap,
cap or other interest rate hedging arrangements and fees and expenses paid in
connection therewith) paid or accrued in respect of Consolidated Total Debt and
Jackpot Liabilities during such period, all as determined on a Consolidated
basis in accordance with GAAP.

      "Consolidated Total Debt" means at a particular time, without duplication,
all of the following of the Borrower and its Subsidiaries, whether or not
included as indebtedness or liabilities in accordance with GAAP (exclusive of
Jackpot Liabilities to the extent that the Borrower or any of its Subsidiaries
has segregated funds for the payment thereof):

            (a)   all obligations of the Borrower and its Subsidiaries for
      borrowed money and all obligations evidenced by bonds, debentures, notes,
      loan agreements or other similar instruments;

            (b)   subject to the following paragraph, all direct or contingent
      obligations of the Borrower and its Subsidiaries arising under letters of
      credit (including standby and commercial), bankers' acceptances, bank
      guaranties, surety bonds and similar instruments;

            (c)   indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned or being purchased by the Borrower or its
      Subsidiaries (including indebtedness arising under conditional sales or
      other title retention agreements), whether or not such indebtedness shall
      have been assumed by such person or is limited in recourse;

            (d)   capital leases; and

            (e)   subject to the following paragraph, all Guarantees of the
      Borrower or its Subsidiaries in respect of any of the foregoing.

                                       6
<PAGE>

      Contingent obligations described in clause (b) and Guarantees of
Indebtedness described in clause (e), up to an aggregate amount of $400,000,000,
made by the Borrower or any of its Subsidiaries shall be excluded from the
calculation of Consolidated Total Debt, except for any such contingent
obligations or Guarantees of Indebtedness that the Borrower or such Subsidiary
is required to reflect as a liability on the its financial statements at the end
of each quarter pursuant to GAAP because they are due and payable or an event of
default under such Indebtedness has occurred and is continuing. Should any
amount of any such contingent obligations or any Guarantee of Indebtedness
become due and payable, such amount shall be included in Consolidated Total Debt
(without duplication of any amount otherwise included in Consolidated Total
Debt). Contingent obligations described in clause (b) and Guarantees of
Indebtedness in excess of the aggregate $400,000,000 limit shall be included
dollar-for-dollar in the Consolidated Total Debt definition.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any material agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

      "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

      "Debt to Total Capitalization Ratio" means, as of the last day of any
fiscal quarter, the ratio of (i) Consolidated Total Debt to (ii) Total
Capitalization.

      "Debt Rating" has the meaning specified in the definition of "Applicable
Rate."

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus
2% per annum.

                                       7
<PAGE>

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, and such
failure remains uncured, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute, and such failure remains uncured or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.

      "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

      "Dollar" and "$" mean lawful money of the United States.

      "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent and in the case of any assignment of a
Revolving Commitment, the L/C Issuer and the Swing Line Lender, and (ii) unless
an Event of Default has occurred and is continuing, the Borrower (each such
approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, (A) "Eligible Assignee" shall not include the
Borrower or any of the Borrower's Affiliates or Subsidiaries and (B) to the
extent required under applicable Gaming Laws, each Eligible Assignee must be
registered with, approved by, or not disapproved by (whichever may be required
under applicable Gaming Laws), all applicable Gaming Boards and may not be the
subject of a Lender Disqualification.

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any of its Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                                       8
<PAGE>

      "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

      "Eurodollar Rate" means for any Interest Period with respect to a
Eurodollar Rate Loan:

            (a)   the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate that appears on the page of
      the Telerate screen (or any successor thereto) that displays an average
      British Bankers Association Interest Settlement Rate for deposits in
      Dollars (for delivery on the first day of such Interest Period) with a
      term equivalent to such Interest Period, determined as of approximately
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period, or

            (b)   if the rate referenced in the preceding clause (a) does not
      appear on such page or service or such page or service shall not be
      available, the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate on such other page or other
      service that displays an average British Bankers Association Interest
      Settlement Rate for deposits in Dollars (for delivery on the first day of
      such Interest Period) with a

                                       9
<PAGE>

      term equivalent to such Interest Period, determined as of approximately
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period, or

            (c)   if the rates referenced in the preceding clauses (a) and (b)
      are not available, the rate per annum determined by the Administrative
      Agent as the rate of interest at which deposits in Dollars for delivery on
      the first day of such Interest Period in same day funds in the approximate
      amount of the Eurodollar Rate Loan being made, continued or converted by
      Wells Fargo and with a term equivalent to such Interest Period would be
      offered by Wells Fargo to major banks in the London interbank eurodollar
      market at their request at approximately 4:00 p.m. (London time) two
      Business Days prior to the first day of such Interest Period.

      "Eurodollar Rate Loan" means a Committed Loan that bears interest at a
rate based on the Eurodollar Rate.

      "Event of Default" has the meaning specified in Section 8.01.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, and in each case including
any interest, additions to tax or penalties applicable thereto, (a) taxes
imposed on or measured by its overall net income (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by any jurisdiction
(or any political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located, in which the applicable
Lending Office of such recipient is located or with which such recipient has any
present or former connection (other than solely by virtue of being a Lender
under this Agreement), (b) any branch profits taxes imposed by the United States
or any similar tax imposed by any other jurisdiction in which the Borrower is
located, any jurisdiction (or any political subdivision thereof) under the laws
of which such recipient is organized or in which its principal office is
located, in which the applicable Lending Office of such recipient is located or
with which such recipient has any present or former connection (other than
solely by virtue of being a Lender under this Agreement), and (c) in the case of
any Lender (other than an assignee pursuant to a request by the Borrower under
Section 10.13), any withholding, backup withholding or other tax that (i) is
imposed on amounts payable to such Lender at the time such Lender becomes a
party hereto (or designates a new Lending Office), (ii) is attributable to such
Lender's failure or inability (other than as a result of a Change in Law) to
comply with Section 3.01(e), except to the extent that such Lender (or its
assignor, if any) was entitled, at the time of designation of a new Lending
Office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 3.01(a), or (iii) is imposed
under applicable law on the basis of the information provided by such Foreign
Lender under Section 3.01(e)(iii).

      "Existing Credit Agreement" means that certain Amended and Restated Credit
Agreement dated as of August 10, 2001 among the Borrower, The Bank of New York,
as administrative agent, and a syndicate of lenders.

                                       10
<PAGE>

      "Existing Letters of Credit" means letters of credit issued and
outstanding under the Existing Credit Agreement as set forth in Schedule 2.03,
which shall be deemed outstanding as Letters of Credit hereunder as of the
Closing Date pursuant to Section 2.03(a).

      "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Wells Fargo
on such day on such transactions as determined by the Administrative Agent.

      "Fee Letters" means those letter agreements, each dated May 20, 2004,
among the Borrower and the Administrative Agent, the Borrower, Bank of America
and Banc of America Securities LLC and the Borrower and The Bank of New York.

      "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

      "Fund" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

      "Gaming Board" means any governmental agency that holds regulatory,
licensing or permit authority over gambling, gaming or casino activities
conducted by the Borrower or any of its Subsidiaries within its jurisdiction.

      "Gaming Laws" means all Laws pursuant to which any Gaming Board possesses
regulatory, licensing or permit authority over gambling, gaming or casino
activities conducted by the Borrower or any of its Subsidiaries within its
jurisdiction.

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority,

                                       11
<PAGE>

instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies
such as the European Union or the European Central Bank).

      "Granting Lender" has the meaning specified in Section 10.06(h).

      "Guarantee" means, as to any Person, any (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

            (a)   all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments;

            (b)   all direct or contingent obligations of such Person arising
      under letters of credit (including standby and commercial), bankers'
      acceptances, bank guaranties, surety bonds and similar instruments;

            (c)   net obligations of such Person under any Swap Contract;

                                       12
<PAGE>

            (d)   all obligations of such Person to pay the deferred purchase
      price of property or services (other than trade accounts payable in the
      ordinary course of business);

            (e)   indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned or being purchased by such Person (including
      indebtedness arising under conditional sales or other title retention
      agreements), whether or not such indebtedness shall have been assumed by
      such Person or is limited in recourse;

            (f)   capital leases and Synthetic Lease Obligations; and

            (g)   all Guarantees of such Person in respect of any of the
      foregoing.

            For all purposes hereof, the Indebtedness of any Person shall
      include the Indebtedness of any partnership or joint venture (other than a
      joint venture that is itself a corporation or limited liability company)
      in which such Person is a general partner or a joint venturer to the
      extent that such Indebtedness is recourse to such Person. The amount of
      any net obligation under any Swap Contract on any date shall be deemed to
      be the Swap Termination Value thereof as of such date. The amount of any
      capital lease or Synthetic Lease Obligation as of any date shall be deemed
      to be the amount of Attributable Indebtedness in respect thereof as of
      such date.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitees" has the meaning specified in Section 10.04(b).

      "Interest Coverage Ratio" means, as of the last day of any fiscal quarter,
the ratio of (i) Adjusted Consolidated EBITDA to (ii) Consolidated Interest
Expense minus all interest paid or accrued during such period in respect of
Jackpot Liabilities for four fiscal quarter period ending on such day.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurodollar
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

      "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Committed Loan Notice
or such other period that is twelve months or less requested by the Borrower and
consented to by all the Lenders; provided that:

            (i)   any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless such Business Day falls in another calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;

                                       13
<PAGE>

            (ii)  any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of the calendar month at the
      end of such Interest Period; and

            (iii) no Interest Period shall extend beyond the Maturity Date.

      "Investment Grade" means (i) with respect to S&P, a rating of BBB- or
higher, and (ii) with respect to Moody's, a rating of Baa3 or higher

      "IP Rights" has the meaning specified in Section 5.17.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Issuer Documents" means with respect to any Letter of Credit, the Letter
Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor the L/C
Issuer and relating to any such Letter of Credit.

      "Jackpot Liabilities" means, at any date of determination, the aggregate
of all current and long term liabilities of the Borrower and its Subsidiaries
(determined on a Consolidated basis in accordance with GAAP) in respect of
interlinked progressive systems jackpots.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Revolving Lender, such Revolving
Lender's funding of its participation in any L/C Borrowing in accordance with
its Pro Rata Share.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

      "L/C Issuer" means Wells Fargo in its capacity as issuer of Letters of
Credit hereunder and The Bank of New York in its capacity as issuer of the
Existing Letters of Credit, any other

                                       14
<PAGE>

Lender approved by the Borrower and the Administrative Agent as issuer of
Letters of Credit hereunder or any successor of any of the foregoing.

      "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding"
in the amount so remaining available to be drawn.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

      "Lender Disqualification" means, with respect to any Lender:

            (a)   the failure of that Lender timely to file pursuant to
      applicable Gaming Laws (i) any application requested of the Lender by any
      Gaming Board in connection with licensing required of that Lender as a
      lender to Borrower or (ii) any required application or other papers in
      connection with determination of the suitability of the Lender as a lender
      to Borrower;

            (b)   the withdrawal by that Lender (except where requested or
      permitted, without prejudice, by the applicable Gaming Board) of any such
      application or other required papers; or

            (c)   any final determination by a Gaming Board pursuant to
      applicable Gaming Laws (i) that the Lender is "unsuitable" as a lender to
      Borrower, (ii) that the Lender shall be "disqualified" as a lender to
      Borrower or (iii) denying a finding of suitability as a lender to Borrower
      or denying the issuance to the Lender of any license required under
      applicable Gaming Laws to be held by all lenders to Borrower.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.

      "Letter of Credit" means any standby letter of credit issued hereunder and
shall include the Existing Letters of Credit.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit Expiration Date" means the day that is seven days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

      "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

      "Letter of Credit Sublimit" means an amount equal to $100,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

                                       15
<PAGE>

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement and any financing lease having
substantially the same economic effect as any of the foregoing).

      "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan or a Swing Line Loan.

      "Loan Documents" means this Agreement, each Note, each Issuer Document and
the Fee Letters.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, liabilities, or
condition (financial or otherwise) of the Borrower and its Subsidiaries taken as
a whole; (b) a material impairment of the ability of the Borrower to perform its
obligations under any Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the Borrower of any Loan Document to which it is a party.

      "Maturity Date" means July 1, 2009.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.

      "Net Tangible Assets" means the total amount of assets of the Borrower and
its Subsidiaries, after deducting therefrom (a) all current liabilities of the
Borrower and its Subsidiaries (excluding (i) the current portion of long term
indebtedness, (ii) inter-company liabilities, and (iii) any liabilities which
are by their terms renewable or extendable at the option of the obligor thereon
to a time more than twelve months from the time as of which the amount thereof
is being computed), and (b) all goodwill, trade names, trademarks, patents,
unamortized debt issue costs and expense and other like intangibles, all as set
forth on the latest consolidated balance sheet of the Borrower prepared in
accordance with generally accepted accounting principles.

      "Note" means a promissory note made by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit C-1,
C-2 or C-3.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Borrower arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against the Borrower or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

                                       16
<PAGE>

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

      "Other Taxes" means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

      "Outstanding Amount" means (i) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments thereof occurring on such date; and
(ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

      "Participant" has the meaning specified in Section 10.06(d).

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

      "Permitted Encumbrances" means:

            (a)   Liens for taxes not yet due or which are being contested in
      good faith and by appropriate proceedings diligently conducted, if
      adequate reserves with respect thereto are maintained on the books of the
      applicable Person in accordance with GAAP;

            (b)   carriers', warehousemen's, mechanics', materialmen's,
      repairmen's or other like Liens arising in the ordinary course of business
      which are not overdue for a period of more than 30 days or which are being
      contested in good faith and by appropriate proceedings diligently
      conducted, if adequate reserves with respect thereto are maintained on the
      books of the applicable Person;

                                       17
<PAGE>

            (c)   pledges or deposits in the ordinary course of business in
      connection with workers' compensation, unemployment insurance and other
      social security legislation, other than any Lien imposed by ERISA;

            (d)   deposits to secure the performance of bids, trade contracts
      and leases (other than Indebtedness), statutory obligations, surety bonds
      (other than bonds related to judgments or litigation), performance bonds
      and other obligations of a like nature incurred in the ordinary course of
      business;

            (e)   easements, rights-of-way, restrictions and other similar
      encumbrances affecting real property which, in the aggregate, are not
      substantial in amount, and which do not in any case materially detract
      from the value of the property subject thereto or materially interfere
      with the ordinary conduct of the business of the applicable Person;

            (f)   Liens securing judgments for the payment of money not
      constituting an Event of Default under Section 8.01(h) or securing appeal
      or other surety bonds related to such judgments;

            (g)   inchoate Liens incident to construction or maintenance of real
      property; or Liens incident to construction or maintenance of real
      property now or hereafter filed of record for which adequate reserves have
      been set aside (or deposits made pursuant to applicable Law) and which are
      being contested in good faith by appropriate proceedings and have not
      proceeded to judgment, provided that, by reason of nonpayment of the
      obligations secured by such Liens, no such real property is subject to a
      material risk of loss or forfeiture;

            (h)   statutory Liens, other than those described in clauses (a),
      (b) or (g) above, arising in the ordinary course of business with respect
      to obligations which are not delinquent or are being contested in good
      faith, provided that, if delinquent, adequate reserves have been set aside
      with respect thereto;

            (i)   licenses (with respect to intellectual property and other
      property), leases or subleases granted to third parties and not
      interfering in any material respect with the ordinary conduct of the
      business of Borrower and its Subsidiaries;

            (j)   Liens consisting of any right of offset, or statutory bankers'
      lien, on bank deposit account maintained in the ordinary course of
      business so long as such bank deposit accounts are not established or
      maintained for the purposes of providing such right of offset or bankers'
      lien;

            (k)   Liens consisting of deposits of property to secure (or in lieu
      of) surety, appeal or customs bonds in proceedings to which any of its
      Subsidiaries is a party in the ordinary course of business;

            (l)   Liens created by or resulting from any litigation or legal
      proceeding involving Borrower or any of its Subsidiaries in the ordinary
      course of its business which is currently being contested in good faith by
      appropriate proceedings, provided that

                                       18
<PAGE>

      adequate reserves have been set aside and no material property is subject
      to a material risk of loss or forfeiture;

            (m)   precautionary UCC financing statement filings made in
      connection with operating leases and not constituting Liens; and

            (n)   other non-consensual Liens incurred in the ordinary course of
      business but not in connection with an extension of credit, which do not
      in the aggregate, when taken together with all other Liens, materially
      impair the value or use of the property of Borrower and its Subsidiaries,
      taken as a whole.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

      "Pro Rata Share" means, with respect to any Commitment of a Revolving
Lender at any time, a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is the amount of the respective
Commitment of such Revolving Lender at such time and the denominator of which is
the amount of the aggregate amount of such Revolving Commitments at such time
or, in the case of the Term Loan Lenders a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is the amount of
Term Loans of such Term Lender and the denominator of which is the Outstanding
Amount of all Term Loans; provided that if the commitment of each Revolving
Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 8.02, then the Pro
Rata Share of each Revolving Lender shall be determined based on the Pro Rata
Share of such Revolving Lender immediately prior to such termination and after
giving effect to any subsequent assignments made pursuant to the terms hereof.

      "Rating Decline" means the occurrence of a decrease in the Debt Rating by
either Moody's or S&P to below Investment Grade on any date on or within 90 days
after the date of the first public notice of (a) the occurrence of an event
described in clauses (a)-(c) of the definition of "Change in Control" or (b) the
intention by Borrower to effect such an event (which 90-day period shall be
extended so long as the Debt Rating is under publicly announced consideration
for possible downgrade by Moody's or S&P).

      "Register" has the meaning specified in Section 10.06(c).

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

                                       19
<PAGE>

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

      "Required Lenders" means, as of any date of determination, two or more
Lenders having more than 50% of the sum of (i) the Aggregate Revolving
Commitments and (ii) the aggregate Outstanding Amount of all Term Loans or, if
the commitment of each Lender to make Loans and the obligation of the L/C Issuer
to make L/C Credit Extensions have been terminated pursuant to Section 8.02,
Lenders holding in the aggregate more than 50% of the Total Outstandings (with
the aggregate amount of each Lender's risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed "held" by
such Lender for purposes of this definition); provided that the Commitment of,
and the portion of the Total Outstandings held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required
Lenders.

      "Required Revolving Lenders" means, as of any date of determination, two
or more Revolving Lenders having more than 50% of the Aggregate Revolving
Commitments or, if the commitment of each Revolving Lender to make Revolving
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 8.02, Revolving Lenders holding in the
aggregate more than 50% of the Total Revolving Outstandings (with the aggregate
amount of each Revolving Lender's risk participation and funded participation in
L/C Obligations and Swing Line Loans being deemed "held" by such Revolving
Lender for purposes of this definition); provided that the Commitment of, and
the portion of the Total Revolving Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Revolving Lenders.

      "Responsible Officer" means the chief executive officer, president, chief
financial officer, treasurer, director of corporate finance or manager of
treasury operations of the Borrower or any other officer of the Borrower that
has been designated in writing by the chief executive officer as a Responsible
Officer. Any document delivered hereunder that is signed by a Responsible
Officer of the Borrower shall be conclusively presumed to have been authorized
by all necessary corporate action on the part of the Borrower and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
the Borrower.

      "Revolving Commitment" means, as to each Revolving Lender, its obligation
to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(b), (b)
purchase participations in L/C Obligations, and (c) purchase participations in
Swing Line Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Revolving Lender's name on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Revolving Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement.

      "Revolving Lender" means each Lender that holds a Revolving Commitment.

      "Revolving Loan" means each Loan made by a Revolving Lender under the
Revolving Commitment.

                                       20
<PAGE>

      "Revolving Note" means the promissory note made by the Borrower to a
Revolving Lender evidencing that Lender's Pro Rata Share of the Revolving
Commitment, substantially in the form of Exhibit C-1, either as originally
executed or as the same may from time to time be supplemented, modified,
amended, renewed, extended or supplanted.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "Significant Subsidiary" means, any Subsidiary of the Borrower which, as
of the last day of the most recently completed fiscal quarter, satisfies either
of the following tests:

            (a)   such Subsidiary's assets exceed 5% of the consolidated total
      assets of the Borrower and its Subsidiaries (after intercompany
      eliminations), or

            (b)   such Subsidiary's earnings before interest, taxes,
      depreciation and amortization (calculated in a manner comparable to the
      calculation of Consolidated EBITDA) exceeds 5% of Consolidated EBITDA.

      "SPC" has the meaning specified in Section 10.06(h).

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

                                       21
<PAGE>

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

      "Sweep Account Agreement" has the meaning specified in Section 2.04(b).

      "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.04.

      "Swing Line Lender" means Wells Fargo in its capacity as provider of Swing
Line Loans, or any successor swing line lender hereunder.

      "Swing Line Loan" has the meaning specified in Section 2.04(a).

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b), which, if in writing, shall be substantially in the form of
Exhibit B.

      "Swing Line Note" means the promissory note made by the Borrower to the
Swing Line Lender, substantially in the form of Exhibit C-3, either as
originally executed or as the same may from time to time be supplemented,
modified, amended, renewed, extended or supplemented.

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$50,000,000 and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.

      "Syndication Agent" means Bank of America in its capacity as syndication
agent hereunder.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

      "Term Loan" has the meaning set forth in Section 2.01(a).

                                       22
<PAGE>

      "Term Loan Commitment" means, as to each Term Loan Lender, the commitment
of that Lender to make its Term Loan. As of the Effective Date, the aggregate
Term Loan Commitment is $200,000,000 and the respective Pro Rata Shares of the
Term Loan Lenders with respect to the Term Loan Commitment are set forth in the
records of the Administrative Agent.

      "Term Loan Lender" means each Lender that holds Term Loan and/or a Term
Loan Commitment.

      "Term Note" means the promissory note made by the Borrower to a Term Loan
Lender evidencing that Lender's Pro Rata Share of the Term Loan Commitment,
substantially in the form of Exhibit C-2, either as originally executed or as
the same may from time to time be supplemented, modified, amended, renewed,
extended or supplanted.

      "Total Capitalization" means, as of the last day of any fiscal quarter,
the sum of (i) Consolidated Total Debt and (ii) the Borrower's shareholders'
equity, determined in accordance with GAAP.

      "Total Leverage Ratio" means, at any date of determination, the ratio of
(i) Consolidated Total Debt to (ii) Adjusted Consolidated EBITDA for the four
fiscal quarter period ending on such date or, if such date is not the last day
of a fiscal quarter, for the immediately preceding four fiscal quarter period.

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

      "Total Revolving Outstandings" means the aggregate Outstanding Amount of
all Revolving Loans, Swing Line Loans and all L/C Obligations.

      "Type" means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "United States" and "U.S." mean the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

      "Wells Fargo' means Wells Fargo Bank, N.A. and its successors.

      1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

      (a)   The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.
The words "include," "includes" and

                                       23
<PAGE>

"including" shall be deemed to be followed by the phrase "without limitation."
The word "will" shall be construed to have the same meaning and effect as the
word "shall." Unless the context requires otherwise, (i) any definition of or
reference to any agreement, instrument or other document (including any
Organization Document) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein or in any other Loan Document), (ii) any
reference herein to any Person shall be construed to include such Person's
successors and assigns, (iii) the words "herein," "hereof" and "hereunder," and
words of similar import when used in any Loan Document, shall be construed to
refer to such Loan Document in its entirety and not to any particular provision
thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits
and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, the Loan Document in which such references appear,
(v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending replacing or interpreting such law and any
reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time,
and (vi) the words "asset" and "property" shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets
and properties, including cash, securities, accounts and contract rights.

      (b)   In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including;" the words "to"
and "until" each mean "to but excluding;" and the word "through" means "to and
including."

      (c)   Section headings herein and in the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.

      1.03  ACCOUNTING TERMS. (a) Generally. All accounting terms not
specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

      (b)   Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

                                       24
<PAGE>

      (c)   FIN 46. Notwithstanding the foregoing, no entity that is
consolidated with the Borrower solely as a result of the application of the
Financial Accounting Standard Board's Interpretation 46 (Consolidation of
Variable Interest Entities), as amended or revised from time to time ("FIN 46")
and that does not otherwise satisfy the criteria of the definition of the term
"Subsidiary" shall be deemed to be a Subsidiary of the Borrower for any purpose
of this Agreement. Accordingly, neither the earnings nor the Debt of any such
entity shall be included in the calculation of the financial covenants hereunder
nor shall any such entity be subject to any other provisions of this Agreement
solely as a result of FIN 46. If, however, the Debt of any such entity is
recourse to the Borrower or any Subsidiary of the Borrower, such Debt shall be
included in the calculation of the financial covenants hereunder to the extent
required herein. For the avoidance of doubt, any entity that satisfies the
criteria of the definition of the term "Subsidiary" shall be treated as such for
all purposes of this Agreement.

      1.04  ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

      1.05  TIMES OF DAY. Unless otherwise specified, all references herein to
times of day shall be references to Pacific time (daylight or standard, as
applicable).

      1.06  LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto, whether or not such maximum face amount is in effect at such
time.

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01  COMMITTED LOANS.

      (a)   Subject to the terms and conditions set forth herein, each Term Loan
Lender severally agrees to lend to the Borrower its Pro Rata Share of the Term
Loan Commitment (each individually, a "Term Loan" and, collectively, the "Term
Loans"). The Term Loans shall be made by the Term Loan Lenders in a single
Borrowing prior to July 20, 2004 and shall be made by the Term Loan Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it being
understood that no Term Loan Lender shall be responsible for any failure by any
other Term Loan Lender to perform its obligation to make any Term Loan hereunder
nor shall the Term Loan Commitment of any Term Loan Lender be increased or
decreased as a result of any such failure. Once repaid, Term Loans may not be
reborrowed.

      (b)   Subject to the terms and conditions set forth herein, each Revolving
Lender severally agrees to make Revolving Loans to the Borrower from time to
time, on any Business Day during the Availability Period, in an aggregate amount
not to exceed at any time outstanding the amount of such Lender's Revolving
Commitment; provided, however, that after giving effect

                                       25
<PAGE>

to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall
not exceed the Aggregate Revolving Commitments, and (ii) the aggregate
Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such
Revolving Lender's Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus such Revolving Lender's Pro Rata Share of the Outstanding
Amount of all Swing Line Loans shall not exceed such Lender's Revolving
Commitment. Within the limits of each Revolving Lender's Revolving Commitment,
and subject to the other terms and conditions hereof, the Borrower may borrow
under this Section 2.01(b), prepay under Section 2.05, and reborrow under this
Section 2.01(b). Revolving Loans may be Base Rate Loans or Eurodollar Rate
Loans, as further provided herein.

      2.02  BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

      (a)   Each Committed Borrowing, each conversion of Committed Loans from
one Type to the other, and each continuation of Eurodollar Rate Loans shall be
made upon the Borrower's irrevocable notice to the Administrative Agent, which
may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Committed Loans, and (ii) one Business Day prior to the requested date of any
Borrowing of Base Rate Committed Loans; provided, however, that if the Borrower
wishes to request Eurodollar Rate Loans having an Interest Period other than
one, two, three or six months in duration as provided in the definition of
"Interest Period", the applicable notice must be received by the Administrative
Agent not later than 11:00 a.m. four Business Days prior to the requested date
of such Borrowing, conversion or continuation, whereupon the Administrative
Agent shall give prompt notice to the Lenders of such request and determine
whether the requested Interest Period is acceptable to all of them. Not later
than 11:00 a.m., three Business Days before the requested date of such
Borrowing, conversion or continuation, the Administrative Agent shall notify the
Borrower (which notice may be by telephone) whether or not the Interest Period
requested pursuant to the preceding sentence has been consented to by all the
Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c)
and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall
be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof. Each Committed Loan Notice (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, (v) whether the Borrowing is to be of Term Loans or
Revolving Loans, and (vi) if applicable, the duration of the Interest Period
with respect thereto. If the Borrower fails to specify a Type of Committed Loan
in a Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall be made as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest

                                       26
<PAGE>

Period then in effect with respect to the applicable Eurodollar Rate Loans. If
the Borrower requests a Borrowing of, conversion to, or continuation of
Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month.

      (b)   Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender that holds a Commitment for the type of
Loan requested of the amount of its Pro Rata Share of the applicable Committed
Loans, and if no timely notice of a conversion or continuation is provided by
the Borrower, the Administrative Agent shall notify each applicable Lender of
the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Committed Borrowing, each Lender that
holds a Commitment for the type of Loan requested shall make the amount of its
Committed Loan available to the Administrative Agent in immediately available
funds at the Administrative Agent's Office not later than 1:00 p.m. on the
Business Day specified in the applicable Committed Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.02 (and, if
such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Wells Fargo with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower; provided, however, that if, on the date the Committed Loan
Notice with respect to such Borrowing is given by the Borrower, there are L/C
Borrowings outstanding, then the proceeds of such Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and second, shall be
made available to the Borrower as provided above.

      (c)   Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan. During the existence of a Default, no Term Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Term Lenders holding more than 50% of the outstanding Term Loans
and no Revolving Loans may be requested as, converted to or continued as
Eurodollar Rate Loans without the consent of the Required Revolving Lenders.

      (d)   The Administrative Agent shall promptly notify the Borrower and the
Lenders funding such Loans of the interest rate applicable to any Interest
Period for Eurodollar Rate Loans upon determination of such interest rate. At
any time that Base Rate Loans are outstanding, the Administrative Agent shall
notify the Borrower and the Lenders holding such Loans of any change in Wells
Fargo's prime rate used in determining the Base Rate promptly following the
public announcement of such change.

      (e)   After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than fifteen Interest Periods in
effect with respect to Committed Loans.

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<PAGE>

      2.03  LETTERS OF CREDIT.

      (a)   The Letter of Credit Commitment.

            (i)   Subject to the terms and conditions set forth herein, (A) the
      L/C Issuer agrees, in reliance upon the agreements of the Lenders set
      forth in this Section 2.03, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Expiration Date, to issue Letters of Credit for the account of the
      Borrower or its Subsidiaries, and to amend or extend Letters of Credit
      previously issued by it, in accordance with subsection (b) below, and (2)
      to honor drawings under the Letters of Credit; and (B) the Revolving
      Lenders severally agree to participate in Letters of Credit issued for the
      account of the Borrower or its Subsidiaries and any drawings thereunder;
      provided that after giving effect to any L/C Credit Extension with respect
      to any Letter of Credit, (x) the Total Revolving Outstandings shall not
      exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding
      Amount of the Committed Loans of any Revolving Lender, plus such Revolving
      Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations,
      plus such Revolving Lender's Pro Rata Share of the Outstanding Amount of
      all Swing Line Loans shall not exceed such Revolving Lender's Commitment,
      and (z) the Outstanding Amount of the L/C Obligations shall not exceed the
      Letter of Credit Sublimit. Each request by the Borrower for the issuance
      or amendment of a Letter of Credit shall be deemed to be a representation
      by the Borrower that the L/C Credit Extension so requested complies with
      the conditions set forth in the proviso to the preceding sentence. Within
      the foregoing limits, and subject to the terms and conditions hereof, the
      Borrower's ability to obtain Letters of Credit shall be fully revolving,
      and accordingly the Borrower may, during the foregoing period, obtain
      Letters of Credit to replace Letters of Credit that have expired or that
      have been drawn upon and reimbursed. All Existing Letters of Credit shall
      be deemed to have been issued pursuant hereto, and from and after the
      Closing Date shall be subject to and governed by the terms and conditions
      hereof.

            (ii)  The L/C Issuer shall not issue any Letter of Credit, if:

                  (A)   subject to Section 2.03(b)(iii), the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last extension, unless the Required Lenders
            have approved such expiry date; or

                  (B)   the expiry date of such requested Letter of Credit would
            occur after the Letter of Credit Expiration Date, unless all of the
            Revolving Lenders have approved such expiry date.

            (iii) The L/C Issuer shall not be under any obligation to issue any
      Letter of Credit if:

                  (A)   any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to the L/C Issuer or any request or directive
            (whether or not having the force of law) from any

                                       28
<PAGE>

            Governmental Authority with jurisdiction over the L/C Issuer shall
            prohibit, or request that the L/C Issuer refrain from, the issuance
            of letters of credit generally or such Letter of Credit in
            particular or shall impose upon the L/C Issuer with respect to such
            Letter of Credit any restriction, reserve or capital requirement
            (for which the L/C Issuer is not otherwise compensated hereunder)
            not in effect on the Closing Date, or shall impose upon the L/C
            Issuer any unreimbursed loss, cost or expense which was not
            applicable on the Closing Date and which the L/C Issuer in good
            faith deems material to it;

                  (B)   the issuance of such Letter of Credit would violate one
            or more policies of the L/C Issuer;

                  (C)   except as otherwise agreed by the Administrative Agent
            and the L/C Issuer, such Letter of Credit is in an initial face
            amount less than $100,000;

                  (D)   such Letter of Credit is to be denominated in a currency
            other than Dollars;

                  (E)   such Letter of Credit contains any provisions for
            automatic reinstatement of the stated amount after any drawing
            thereunder; or

                  (F)   a default of any Revolving Lender's obligations to fund
            under Section 2.03(c) exists or any Revolving Lender is at such time
            a Defaulting Lender hereunder, unless the L/C Issuer has entered
            into satisfactory arrangements with the Borrower or such Lender to
            eliminate the L/C Issuer's risk with respect to such Lender.

            (iv)  The L/C Issuer shall not amend any Letter of Credit if the L/C
      Issuer would not be permitted at such time to issue such Letter of Credit
      in its amended form under the terms hereof.

            (v)   The L/C Issuer shall be under no obligation to amend any
      Letter of Credit if (A) the L/C Issuer would have no obligation at such
      time to issue such Letter of Credit in its amended form under the terms
      hereof, or (B) the beneficiary of such Letter of Credit does not accept
      the proposed amendment to such Letter of Credit.

            (vi)  The L/C Issuer shall act on behalf of the Revolving Lenders
      with respect to any Letters of Credit issued by it and the documents
      associated therewith, and the L/C Issuer shall have all of the benefits
      and immunities (A) provided to the Administrative Agent in Article IX with
      respect to any acts taken or omissions suffered by the L/C Issuer in
      connection with Letters of Credit issued by it or proposed to be issued by
      it and Issuer Documents pertaining to such Letters of Credit as fully as
      if the term "Administrative Agent" as used in Article IX included the L/C
      Issuer with respect to such acts or omissions, and (B) as additionally
      provided herein with respect to the L/C Issuer.

      (b)   Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

                                       29
<PAGE>

            (i)   Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Borrower delivered to the L/C Issuer (with
      a copy to the Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of the Borrower. Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
      two Business Days (or such later date and time as the Administrative Agent
      and the L/C Issuer may agree in a particular instance in their sole
      discretion) prior to the proposed issuance date or date of amendment, as
      the case may be. In the case of a request for an initial issuance of a
      Letter of Credit, such Letter of Credit Application shall specify in form
      and detail satisfactory to the L/C Issuer: (A) the proposed issuance date
      of the requested Letter of Credit (which shall be a Business Day); (B) the
      amount thereof; (C) the expiry date thereof; (D) the name and address of
      the beneficiary thereof; (E) the documents to be presented by such
      beneficiary in case of any drawing thereunder; (F) the full text of any
      certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the L/C Issuer may require. In
      the case of a request for an amendment of any outstanding Letter of
      Credit, such Letter of Credit Application shall specify in form and detail
      satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B)
      the proposed date of amendment thereof (which shall be a Business Day);
      (C) the nature of the proposed amendment; and (D) such other matters as
      the L/C Issuer may require. Additionally, the Borrower shall furnish to
      the L/C Issuer and the Administrative Agent such other documents and
      information pertaining to such requested Letter of Credit issuance or
      amendment, including any Issuer Documents, as the L/C Issuer or the
      Administrative Agent may require.

            (ii)  Promptly after receipt of any Letter of Credit Application,
      the L/C Issuer will confirm with the Administrative Agent (by telephone or
      in writing) that the Administrative Agent has received a copy of such
      Letter of Credit Application from the Borrower and, if not, the L/C Issuer
      will provide the Administrative Agent with a copy thereof. Unless the L/C
      Issuer has received written notice from Required Revolving Lenders, the
      Administrative Agent or the Borrower, at least one Business Day prior to
      the requested date of issuance or amendment of the applicable Letter of
      Credit, that one or more applicable conditions contained in Article IV
      shall not then be satisfied, then, subject to the terms and conditions
      hereof, the L/C Issuer shall, on the requested date, issue a Letter of
      Credit for the account of the Borrower (or the applicable Subsidiary) or
      enter into the applicable amendment, as the case may be, in each case in
      accordance with the L/C Issuer's usual and customary business practices.
      Immediately upon the issuance of each Letter of Credit, each Revolving
      Lender shall be deemed to, and hereby irrevocably and unconditionally
      agrees to, purchase from the L/C Issuer a risk participation in such
      Letter of Credit in an amount equal to the product of such Revolving
      Lender's Pro Rata Share times the amount of such Letter of Credit.

            (iii) If the Borrower so requests in any applicable Letter of Credit
      Application, the L/C Issuer may, in its sole and absolute discretion,
      agree to issue a Letter of Credit that has automatic extension provisions
      (each, an "Auto-Extension Letter of Credit"); provided that any such
      Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
      such extension at least once in each twelve-month period (commencing with
      the date of issuance of such Letter of Credit) by giving prior notice to
      the beneficiary

                                       30
<PAGE>

      thereof not later than a day (the "Non-Extension Notice Date") in each
      such twelve-month period to be agreed upon at the time such Letter of
      Credit is issued. Unless otherwise directed by the L/C Issuer, the
      Borrower shall not be required to make a specific request to the L/C
      Issuer for any such extension. Once an Auto-Extension Letter of Credit has
      been issued, the Revolving Lenders shall be deemed to have authorized (but
      may not require) the L/C Issuer to permit the extension of such Letter of
      Credit at any time to an expiry date not later than the Letter of Credit
      Expiration Date; provided, however, that the L/C Issuer shall not permit
      any such extension if (A) the L/C Issuer has determined that it would not
      be permitted, or would have no obligation, at such time to issue such
      Letter of Credit in its revised form (as extended) under the terms hereof
      (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or
      otherwise), or (B) it has received notice (which may be by telephone or in
      writing) on or before the day that is five Business Days before the
      Non-Extension Notice Date (1) from the Administrative Agent that the
      Required Revolving Lenders have elected not to permit such extension or
      (2) from the Administrative Agent, Required Revolving Lenders or the
      Borrower that one or more of the applicable conditions specified in
      Section 4.02 is not then satisfied, and in each such case directing the
      L/C Issuer not to permit such extension.

            (iv)  Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer will also deliver to the
      Borrower and the Administrative Agent a true and complete copy of such
      Letter of Credit or amendment.

      (c)   Drawings and Reimbursements; Funding of Participations.

            (i)   Upon receipt from the beneficiary of any Letter of Credit of
      any notice of a drawing under such Letter of Credit, the L/C Issuer shall
      notify the Borrower and the Administrative Agent thereof. Not later than
      12:00 noon on the date of any payment by the L/C Issuer under a Letter of
      Credit (each such date, an "Honor Date"), the Borrower shall reimburse the
      L/C Issuer through the Administrative Agent in an amount equal to the
      amount of such drawing. If the Borrower fails to so reimburse the L/C
      Issuer by such time, the Administrative Agent shall promptly notify each
      Revolving Lender of the Honor Date, the amount of the unreimbursed drawing
      (the "Unreimbursed Amount"), and the amount of such Revolving Lender's Pro
      Rata Share thereof. In such event, the Borrower shall be deemed to have
      requested a Committed Borrowing of Base Rate Loans under the Revolving
      Commitment to be disbursed on the Honor Date in an amount equal to the
      Unreimbursed Amount, without regard to the minimum and multiples specified
      in Section 2.02 for the principal amount of Base Rate Loans, but subject
      to the amount of the unutilized portion of the Aggregate Commitments and
      the conditions set forth in Section 4.02 (other than the delivery of a
      Committed Loan Notice). Any notice given by the L/C Issuer or the
      Administrative Agent pursuant to this Section 2.03(c)(i) may be given by
      telephone if immediately confirmed in writing; provided that the lack of
      such an immediate confirmation shall not affect the conclusiveness or
      binding effect of such notice.

            (ii)  Each Revolving Lender shall upon any notice pursuant to
      Section 2.03(c)(i) make funds available to the Administrative Agent for
      the account of

                                       31
<PAGE>

      the L/C Issuer at the Administrative Agent's Office in an amount equal to
      its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on
      the Business Day specified in such notice by the Administrative Agent,
      whereupon, subject to the provisions of Section 2.03(c)(iii), each
      Revolving Lender that so makes funds available shall be deemed to have
      made a Base Rate Committed Loan to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the L/C Issuer.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Committed Borrowing of Base Rate Loans because the
      conditions set forth in Section 4.02 cannot be satisfied or for any other
      reason, the Borrower shall be deemed to have incurred from the L/C Issuer
      an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
      refinanced, which L/C Borrowing shall be due and payable on demand
      (together with interest) and shall bear interest at the Applicable Rate
      for Base Rate Loans, or upon the request of Required Revolving Lenders, at
      the Default Rate. In such event, each Revolving Lender's payment to the
      Administrative Agent for the account of the L/C Issuer pursuant to Section
      2.03(c)(ii) shall be deemed payment in respect of its participation in
      such L/C Borrowing and shall constitute an L/C Advance from such Revolving
      Lender in satisfaction of its participation obligation under this Section
      2.03.

            (iv)  Until each Revolving Lender funds its Committed Loan or L/C
      Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for
      any amount drawn under any Letter of Credit, interest in respect of such
      Lender's Pro Rata Share of such amount shall be solely for the account of
      the L/C Issuer.

            (v)   Each Revolving Lender's obligation to make Committed Loans or
      L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters
      of Credit, as contemplated by this Section 2.03(c), shall be absolute and
      unconditional and shall not be affected by any circumstance, including (A)
      any setoff, counterclaim, recoupment, defense or other right which such
      Lender may have against the L/C Issuer, the Borrower or any other Person
      for any reason whatsoever; (B) the occurrence or continuance of a Default,
      or (C) any other occurrence, event or condition, whether or not similar to
      any of the foregoing; provided, however, that each Revolving Lender's
      obligation to make Committed Loans pursuant to this Section 2.03(c) is
      subject to the conditions set forth in Section 4.02 (other than delivery
      by the Borrower of a Committed Loan Notice). No such making of an L/C
      Advance shall relieve or otherwise impair the obligation of the Borrower
      to reimburse the L/C Issuer for the amount of any payment made by the L/C
      Issuer under any Letter of Credit, together with interest as provided
      herein.

            (vi)  If any Revolving Lender fails to make available to the
      Administrative Agent for the account of the L/C Issuer any amount required
      to be paid by such Revolving Lender pursuant to the foregoing provisions
      of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the
      L/C Issuer shall be entitled to recover from such Revolving Lender (acting
      through the Administrative Agent), on demand, such amount with interest
      thereon for the period from the date such payment is required to the date
      on which such payment is immediately available to the L/C Issuer at a rate
      per annum equal to the greater of the Federal Funds Rate and a rate
      determined by the L/C Issuer in

                                       32
<PAGE>

      accordance with banking industry rules on interbank compensation. A
      certificate of the L/C Issuer submitted to any Revolving Lender (through
      the Administrative Agent) with respect to any amounts owing under this
      clause (vi) shall be conclusive absent manifest error.

      (d)   Repayment of Participations.

            (i)   At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Revolving Lender such Lender's
      L/C Advance in respect of such payment in accordance with Section 2.03(c),
      if the Administrative Agent receives for the account of the L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Borrower or otherwise, including proceeds of
      Cash Collateral applied thereto by the Administrative Agent), the
      Administrative Agent will distribute to such Revolving Lender its Pro Rata
      Share thereof (appropriately adjusted, in the case of interest payments,
      to reflect the period of time during which such Lender's L/C Advance was
      outstanding) in the same funds as those received by the Administrative
      Agent.

            (ii)  If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
      returned under any of the circumstances described in Section 10.05
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Revolving Lender shall pay to the Administrative
      Agent for the account of the L/C Issuer its Pro Rata Share thereof on
      demand of the Administrative Agent, plus interest thereon from the date of
      such demand to the date such amount is returned by such Revolving Lender,
      at a rate per annum equal to the Federal Funds Rate from time to time in
      effect. The obligations of the Lenders under this clause shall survive the
      payment in full of the Obligations and the termination of this Agreement.

      (e)   Obligations Absolute. The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:

            (i)   any lack of validity or enforceability of such Letter of
      Credit, this Agreement, or any other Loan Document;

            (ii)  the existence of any claim, counterclaim, setoff, defense or
      other right that the Borrower or any Subsidiary may have at any time
      against any beneficiary or any transferee of such Letter of Credit (or any
      Person for whom any such beneficiary or any such transferee may be
      acting), the L/C Issuer or any other Person, whether in connection with
      this Agreement, the transactions contemplated hereby or by such Letter of
      Credit or any agreement or instrument relating thereto, or any unrelated
      transaction;

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the

                                       33
<PAGE>

      transmission or otherwise of any document required in order to make a
      drawing under such Letter of Credit;

            (iv)  any payment by the L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law; or

            (v)   any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Borrower or any Subsidiary.

      The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

      (f)   Role of L/C Issuer. Each Revolving Lender and the Borrower agree
that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not
have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the
L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer shall be liable
to any Revolving Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Revolving Lenders or the
Required Revolving Lenders, as applicable; (ii) any action taken or omitted in
the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document. The Borrower
hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of
Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, the L/C Issuer may accept documents that appear on their face
to be

                                       34
<PAGE>

in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

      (g)   Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05
and 8.02(c) set forth certain additional requirements to deliver Cash Collateral
hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c),
"Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Revolving
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Revolving Lenders). Derivatives of such term have corresponding meanings.
The Borrower hereby grants to the Administrative Agent, for the benefit of the
L/C Issuer and the Revolving Lenders, a security interest in all such cash,
deposit accounts and all balances therein and all proceeds of the foregoing.
Cash Collateral shall be maintained in blocked, non-interest bearing deposit
accounts at Wells Fargo.

      (h)   Applicability of ISP and UCP. Unless otherwise expressly agreed by
the L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), (i) the rules of the
ISP shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently published
by the International Chamber of Commerce at the time of issuance shall apply to
each commercial Letter of Credit.

      (i)   Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Revolving Lender in accordance with its Pro Rata
Share a Letter of Credit fee (the "Letter of Credit Fee") for each Letter of
Credit equal to the Applicable Rate for Eurodollar Rate Loans times the daily
maximum amount available to be drawn under such Letter of Credit (whether or not
such maximum amount is then in effect under such Letter of Credit). Letter of
Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due
and payable on the first Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. If there is any change in the Applicable Rate during any
quarter, the daily maximum amount of each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. Notwithstanding anything to the
contrary contained herein, upon the request of the Required Revolving Lenders,
while any Event of Default exists, all Letter of Credit Fees shall accrue at the
Default Rate.

      (j)   Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee with respect

                                       35
<PAGE>

to each Letter of Credit, at a rate of 0.125% per annum, computed on the actual
daily maximum amount available to be drawn under such Letter of Credit (whether
or not such maximum amount is then in effect under such Letter of Credit) and on
a quarterly basis in arrears, and due and payable on the first Business Day
after the end of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand. In addition, the
Borrower shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of credit as from time
to time in effect. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.

      (k)   Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall
control.

      (l)   Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Borrower shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Borrower hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Borrower, and that the Borrower's business derives substantial benefits from the
businesses of such Subsidiaries.

      2.04  SWING LINE LOANS.

      (a)   The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.04, to make loans (each such loan, a
"Swing Line Loan") to the Borrower from time to time on any Business Day during
the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Pro Rata Share of the
Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving
Lender acting as Swing Line Lender, may exceed the amount of such Lender's
Revolving Commitment; provided, however, that after giving effect to any Swing
Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate
Revolving Commitments, and (ii) the aggregate Outstanding Amount of the
Revolving Loans of any Revolving Lender, plus such Revolving Lender's Pro Rata
Share of the Outstanding Amount of all L/C Obligations, plus such Revolving
Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender's Revolving Commitment, and provided, further, that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each
Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a
Swing Line Loan, each Revolving Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
risk participation in such Swing Line Loan in an amount equal to the product of
such Revolving Lender's Pro Rata Share times the amount of such Swing Line Loan.

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<PAGE>

      (b)   Borrowing Procedures.

            (i)   Each Swing Line Borrowing shall be made upon the Borrower's
      irrevocable notice to the Swing Line Lender and the Administrative Agent,
      which may be given by telephone. Except as otherwise provided in the
      following paragraph, each such notice must be received by the Swing Line
      Lender and the Administrative Agent not later than 1:00 p.m. on the
      requested borrowing date, and shall specify (i) the amount to be borrowed,
      which shall be a minimum of $100,000, and (ii) the requested borrowing
      date, which shall be a Business Day. Except as otherwise provided in the
      following paragraph, each such telephonic notice must be confirmed
      promptly by delivery to the Swing Line Lender and the Administrative Agent
      of a written Swing Line Loan Notice, appropriately completed and signed by
      a Responsible Officer of the Borrower. Promptly after receipt by the Swing
      Line Lender of any telephonic Swing Line Loan Notice, the Swing Line
      Lender will confirm with the Administrative Agent (by telephone or in
      writing) that the Administrative Agent has also received such Swing Line
      Loan Notice and, if not, the Swing Line Lender will notify the
      Administrative Agent (by telephone or in writing) of the contents thereof.
      Unless the Swing Line Lender has received notice (by telephone or in
      writing) from the Administrative Agent (including at the request of any
      Lender) prior to 2:00 p.m. on the date of the proposed Swing Line
      Borrowing (A) directing the Swing Line Lender not to make such Swing Line
      Loan as a result of the limitations set forth in the proviso to the first
      sentence of Section 2.04(a), or (B) that one or more of the applicable
      conditions specified in Article IV is not then satisfied, then, subject to
      the terms and conditions hereof, the Swing Line Lender will, not later
      than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
      Notice, make the amount of its Swing Line Loan available to the Borrower
      at its office by crediting the account of the Borrower on the books of the
      Swing Line Lender in immediately available funds.

            (ii)  Notwithstanding anything in the preceding paragraph to the
      contrary, the Borrower and the Swing Line Lender agree that Swing Line
      Borrowings and repayments of Swing Line Loans may be managed pursuant to a
      sweep account arrangement on terms mutually satisfactory to the Borrower
      and the Swing Line Lender (a "Sweep Account Agreement"). In such case, the
      terms of such Sweep Account Agreement (including, without limitation, the
      terms in respect of notice, timing and minimum borrowing amounts) shall
      control the borrowing procedure for Swing Line Loans.

      (c)   Refinancing of Swing Line Loans.

            (i)   The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Borrower (which hereby
      irrevocably authorizes the Swing Line Lender to so request on its behalf),
      that each Revolving Lender make a Base Rate Committed Loan in an amount
      equal to such Lender's Pro Rata Share of the amount of Swing Line Loans
      then outstanding. Such request shall be made in writing (which written
      request shall be deemed to be a Committed Loan Notice for purposes hereof)
      and in accordance with the requirements of Section 2.02, without regard to
      the minimum and multiples specified therein for the principal amount of
      Base Rate Loans, but subject to the unutilized portion of the Aggregate
      Revolving Commitments and the conditions set forth in Section 4.02. The
      Swing Line Lender shall furnish the Borrower with a copy of the

                                       37
<PAGE>

      applicable Committed Loan Notice promptly after delivering such notice to
      the Administrative Agent. Each Revolving Lender shall make an amount equal
      to its Pro Rata Share of the amount specified in such Committed Loan
      Notice available to the Administrative Agent in immediately available
      funds for the account of the Swing Line Lender at the Administrative
      Agent's Office not later than 1:00 p.m. on the day specified in such
      Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each
      Revolving Lender that so makes funds available shall be deemed to have
      made a Base Rate Revolving Loan to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the Swing Line
      Lender.

            (ii)  If for any reason any Swing Line Loan cannot be refinanced by
      such a Committed Borrowing in accordance with Section 2.04(c)(i), the
      request for Base Rate Revolving Loans submitted by the Swing Line Lender
      as set forth herein shall be deemed to be a request by the Swing Line
      Lender that each of the Revolving Lenders fund its risk participation in
      the relevant Swing Line Loan and each Revolving Lender's payment to the
      Administrative Agent for the account of the Swing Line Lender pursuant to
      Section 2.04(c)(i) shall be deemed payment in respect of such
      participation.

            (iii) If any Revolving Lender fails to make available to the
      Administrative Agent for the account of the Swing Line Lender any amount
      required to be paid by such Revolving Lender pursuant to the foregoing
      provisions of this Section 2.04(c) by the time specified in Section
      2.04(c)(i), the Swing Line Lender shall be entitled to recover from such
      Revolving Lender (acting through the Administrative Agent), on demand,
      such amount with interest thereon for the period from the date such
      payment is required to the date on which such payment is immediately
      available to the Swing Line Lender at a rate per annum equal to the
      greater of the Federal Funds Rate and a rate determined by the Swing Line
      Lender in accordance with banking industry rules on interbank
      compensation. A certificate of the Swing Line Lender submitted to any
      Revolving Lender (through the Administrative Agent) with respect to any
      amounts owing under this clause (iii) shall be conclusive absent manifest
      error.

            (iv)  Each Revolving Lender's obligation to make Committed Loans or
      to purchase and fund risk participations in Swing Line Loans pursuant to
      this Section 2.04(c) shall be absolute and unconditional and shall not be
      affected by any circumstance, including (A) any setoff, counterclaim,
      recoupment, defense or other right which such Revolving Lender may have
      against the Swing Line Lender, the Borrower or any other Person for any
      reason whatsoever, (B) the occurrence or continuance of a Default, or (C)
      any other occurrence, event or condition, whether or not similar to any of
      the foregoing; provided, however, that each Revolving Lender's obligation
      to make Committed Loans pursuant to this Section 2.04(c) is subject to the
      conditions set forth in Section 4.02. No such funding of risk
      participations shall relieve or otherwise impair the obligation of the
      Borrower to repay Swing Line Loans, together with interest as provided
      herein.

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<PAGE>

      (d)   Repayment of Participations.

            (i)   At any time after any Revolving Lender has purchased and
      funded a risk participation in a Swing Line Loan, if the Swing Line Lender
      receives any payment on account of such Swing Line Loan, the Swing Line
      Lender will distribute to such Revolving Lender its Pro Rata Share of such
      payment (appropriately adjusted, in the case of interest payments, to
      reflect the period of time during which such Revolving Lender's risk
      participation was funded) in the same funds as those received by the Swing
      Line Lender.

            (ii)  If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender under any of the circumstances described in Section
      10.05 (including pursuant to any settlement entered into by the Swing Line
      Lender in its discretion), each Revolving Lender shall pay to the Swing
      Line Lender its Pro Rata Share thereof on demand of the Administrative
      Agent, plus interest thereon from the date of such demand to the date such
      amount is returned, at a rate per annum equal to the Federal Funds Rate.
      The Administrative Agent will make such demand upon the request of the
      Swing Line Lender. The obligations of the Revolving Lenders under this
      clause shall survive the payment in full of the Obligations and the
      termination of this Agreement.

      (e)   Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Revolving Lender funds its Base Rate Committed Loan or risk
participation pursuant to this Section 2.04 to refinance such Lender's Pro Rata
Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall
be solely for the account of the Swing Line Lender.

      (f)   Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

      2.05  PREPAYMENTS.

      (a)   The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Committed Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior
to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such
prepayment, whether the Loans to be prepaid are Term Loans or Revolving Loans
and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of the
amount of such Lender's Pro Rata Share of such prepayment. If such notice is
given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein. Any prepayment of a Eurodollar Rate Loan shall

                                       39
<PAGE>

be accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section 3.05. Each such prepayment shall
be applied to the Committed Loans of the Revolving Lenders or Term Loan Lenders,
as applicable, in accordance with their respective Pro Rata Shares. Once
prepaid, Term Loans may not be reborrowed.

      (b)   The Borrower may, upon notice to the Swing Line Lender (with a copy
to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and
(ii) any such prepayment shall be in a minimum principal amount of $100,000 or,
in each case, if less, the entire principal amount then outstanding. Each such
notice shall specify the date and amount of such prepayment. If such notice is
given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein. Notwithstanding the foregoing, the Borrower and Swing Line Lender may
agree that prepayments of Swing Line Loans shall be managed through a Sweep
Account Agreement.

      (c)   If for any reason the Total Revolving Outstandings at any time
exceed the Aggregate Revolving Commitments then in effect, the Borrower shall
immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations
in an aggregate amount equal to such excess; provided, however, that the
Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(c) unless after the prepayment in full of the
Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the
Aggregate Revolving Commitments then in effect.

      2.06  TERMINATION OR REDUCTION OF COMMITMENTS.

      (a)   The Borrower may, upon notice to the Administrative Agent, terminate
the Aggregate Commitments, or from time to time permanently reduce the Aggregate
Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess
thereof, (iii) the Borrower shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments, and
(iv) if, after giving effect to any reduction of the Aggregate Revolving
Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds
the amount of the Aggregate Revolving Commitments, such Sublimit shall be
automatically reduced by the amount of such excess. The Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall
be applied to the Commitment of each Lender according to its Pro Rata Share. All
fees accrued until the effective date of any termination of the Aggregate
Commitments shall be paid on the effective date of such termination.

      (b)   Following the occurrence of a Change of Control, the Required
Lenders may in their sole and absolute discretion elect, during the sixty day
period immediately subsequent to the later of (a) such occurrence and (b) the
earlier of (i) receipt of the Borrower's written notice

                                       40
<PAGE>

to the Administrative Agent of such occurrence and (ii) if no such notice has
been received by the Administrative Agent, the date upon which the
Administrative Agent and the Lenders have actual knowledge thereof, to terminate
all of the Commitments. In any such case the Commitments shall be terminated
effective on the date which is sixty days subsequent to the date of written
notice from the Administrative Agent to the Borrower thereof, and (i) to the
extent that any Loans are then outstanding, the same shall be immediately due
and payable, and (ii) to the extent that any Letters of Credit are then
outstanding, Borrower shall provide cash collateral for the same.

      2.07  REPAYMENT OF LOANS.

      (a)   The Borrower shall repay the outstanding principal amount of all
Term Loans on the Maturity Date.

(b) The Borrower shall repay to the Revolving Lenders on the Maturity Date the
aggregate principal amount of Revolving Loans outstanding on such date.

      (c)   The Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) the first Friday after the date such Loan is made and (ii) the
Maturity Date.

      2.08  INTEREST.

      (a)   Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate
Committed Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.

      (b)   (i) If any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.

            (ii)  If any amount (other than principal of any Loan) payable by
      the Borrower under any Loan Document is not paid when due (without regard
      to any applicable grace periods), whether at stated maturity, by
      acceleration or otherwise, then upon the request of the Required Lenders,
      such amount shall thereafter bear interest at a fluctuating interest rate
      per annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

            (iii) Upon the request of the Required Lenders, while any Event of
      Default exists, the Borrower shall pay interest on the principal amount of
      all outstanding Obligations hereunder at a fluctuating interest rate per
      annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

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<PAGE>

            (iv)  Accrued and unpaid interest on past due amounts (including
      interest on past due interest) shall be due and payable upon demand.

      (c)   Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.09  FEES. In addition to certain fees described in subsections (i) and
(j) of Section 2.03:

      (a)   Facility Fee. The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a facility fee
equal to the applicable facility fee set forth in the definition of Applicable
Rate times the actual daily amount of the Aggregate Commitments (or, if the
Aggregate Commitments have terminated, on the Outstanding Amount of all
Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage. The
facility fee shall accrue at all times during the Availability Period (and
thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations
remain outstanding), including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
Maturity Date (and, if applicable, thereafter on demand). The facility fee shall
be calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the applicable facility fee set forth in the definition of the
Applicable Rate separately for each period during such quarter that such
facility fee was in effect.

      (b)   Other Fees. (i) The Borrower shall pay to the Arrangers and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letters. Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever.

            (ii)  The Borrower shall pay to the Lenders such fees as shall have
      been separately agreed upon in writing in the amounts and at the times so
      specified. Such fees shall be fully earned when paid and shall not be
      refundable for any reason whatsoever.

      2.10  COMPUTATION OF INTEREST AND FEES. All computations of interest for
Base Rate Loans when the Base Rate is determined by Wells Fargo's "prime rate"
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more
fees or interest, as applicable, being paid than if computed on the basis of a
365-day year). Interest shall accrue on each Loan for the day on which the Loan
is made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day. Each determination by the

                                       42
<PAGE>

Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.

      2.11  EVIDENCE OF DEBT.

      (a)   The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender's
Loans in addition to such accounts or records. Each Lender may attach schedules
to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.

      (b)   In addition to the accounts and records referred to in subsection
(a), each Revolving Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases
and sales by such Revolving Lender of participations in Letters of Credit and
Swing Line Loans. In the event of any conflict between the accounts and records
maintained by the Administrative Agent and the accounts and records of any
Revolving Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.

      2.12  PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

      (a)   General. All payments to be made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account of
the respective Lenders to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than 2:00
p.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to
such Lender's Lending Office. All payments received by the Administrative Agent
after 2:00 p.m. shall be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue. If any payment to be
made by the Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (b)   (i) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any

                                       43
<PAGE>

Committed Borrowing that such Lender will not make available to the
Administrative Agent such Lender's share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Committed
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount in immediately available funds with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the greater of
the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and (B) in the
case of a payment to be made by the Borrower, the interest rate applicable to
Base Rate Loans. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to the Borrower the amount of such interest paid by
the Borrower for such period. If such Lender pays its share of the applicable
Committed Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender's Committed Loan included in such Committed Borrowing.
Any payment by the Borrower shall be without prejudice to any claim the Borrower
may have against a Lender that shall have failed to make such payment to the
Administrative Agent.

            (ii)  Payments by Borrower; Presumptions by Administrative Agent.
      Unless the Administrative Agent shall have received notice from the
      Borrower prior to the date on which any payment is due to the
      Administrative Agent for the account of any of the Lenders or the L/C
      Issuer hereunder that the Borrower will not make such payment, the
      Administrative Agent may assume that the Borrower has made such payment on
      such date in accordance herewith and may, in reliance upon such
      assumption, distribute to such Lenders or the L/C Issuer, as the case may
      be, the amount due. In such event, if the Borrower has not in fact made
      such payment, then each of the applicable Lenders or the L/C Issuer, as
      the case may be, severally agrees to repay to the Administrative Agent
      forthwith on demand the amount so distributed to such Lender or the L/C
      Issuer, in immediately available funds with interest thereon, for each day
      from and including the date such amount is distributed to it to but
      excluding the date of payment to the Administrative Agent, at the greater
      of the Federal Funds Rate and a rate determined by the Administrative
      Agent in accordance with banking industry rules on interbank compensation.

      A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.

      (c)   Failure to Satisfy Conditions Precedent. If any Lender makes
available to the Administrative Agent funds for any Loan to be made by such
Lender as provided in the foregoing provisions of this Article II, and such
funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Credit Extension set forth in Article IV are
not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

                                       44
<PAGE>

      (d)   Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans and the obligations of the Revolving Loans to
fund participations in Letters of Credit and Swing Line Loans and to make
payments pursuant to Section 10.04(c) are several and not joint. The failure of
any Lender to make any Committed Loan, to fund any such participation or to make
any payment under Section 10.04(c) on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date,
and no Lender shall be responsible for the failure of any other Lender to so
make its Committed Loan, to purchase its participation or to make its payment
under Section 10.04(c).

      (e)   Funding Source. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

      2.13  SHARING OF PAYMENTS BY LENDERS. If any Lender shall, by exercising
any right of setoff or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of the Committed Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it resulting in
such Lender's receiving payment of a proportion of the aggregate amount of such
Committed Loans or participations and accrued interest thereon greater than its
pro rata share thereof as provided herein, then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Committed Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Committed Loans and other amounts owing them, provided that:

            (i)   if any such participations or subparticipations are purchased
      and all or any portion of the payment giving rise thereto is recovered,
      such participations or subparticipations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest;
      and

            (ii)  the provisions of this Section shall not be construed to apply
      to (x) any payment made by the Borrower pursuant to and in accordance with
      the express terms of this Agreement or (y) any payment obtained by a
      Lender as consideration for the assignment of or sale of a participation
      in any of its Committed Loans or subparticipations in L/C Obligations or
      Swing Line Loans to any assignee or participant, other than to the
      Borrower or any Subsidiary thereof (as to which the provisions of this
      Section shall apply).

      The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.

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      2.14  INCREASE IN AGGREGATE REVOLVING COMMITMENTS.

      (a)   Request for Increase. Provided there exists no Default, upon notice
to the Administrative Agent (which shall promptly notify the Revolving Lenders),
the Borrower may from time to time, request an increase in the Aggregate
Revolving Commitments in accordance with this Section. The aggregate amount of
all increases shall not exceed $500,000,000; provided that (i) any such request
for an increase shall be in a minimum amount of $50,000,000, and (ii) the
Borrower may make a maximum of three such requests that result in increases. At
the time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than five Business Days
from the date of delivery of such notice to the Revolving Lenders).

      (b)   Lender Elections to Increase. Each Revolving Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Revolving Commitment and, if so, whether by an amount equal to,
greater than, or less than its Pro Rata Share of such requested increase. Any
Lender not responding within such time period shall be deemed to have declined
to increase its Revolving Commitment.

      (c)   Notification by Administrative Agent; Additional Revolving Lenders.
The Administrative Agent shall notify the Borrower of the Revolving Lenders'
responses to each request made hereunder. To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent and
the L/C Issuer (which approvals shall not be unreasonably withheld), the
Borrower may also invite additional Eligible Assignees to become Revolving
Lenders pursuant to a joinder agreement in form and substance satisfactory to
the Administrative Agent and its counsel.

      (d)   Effective Date and Allocations. If the Aggregate Revolving
Commitments are increased in accordance with this Section, the Administrative
Agent and the Borrower shall determine the effective date (the "Increase
Effective Date"), the amount of such increase and the final allocation of such
increase. The Administrative Agent shall promptly notify the Borrower and the
Revolving Lenders of the amount of such increase, the final allocation of such
increase and the Increase Effective Date.

      (e)   Conditions to Effectiveness of Increase. As a condition precedent to
such increase, the Borrower shall deliver to the Administrative Agent a
certificate of the Borrower dated as of the Increase Effective Date signed by a
Responsible Officer of the Borrower (i) certifying and attaching the resolutions
adopted by the Borrower approving or consenting to such increase, and (ii)
certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other Loan
Documents are true and correct on and as of the Extension Effective Date, except
to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date,
and except that for purposes of this Section 2.14, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01, and (B) no Default exists. The Borrower
shall prepay any Revolving Loans outstanding on the Increase Effective Date (and
pay any additional amounts required pursuant to Section 3.05) to

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<PAGE>

the extent necessary to keep the outstanding Revolving Loans ratable with any
revised Pro Rata Shares arising from any nonratable increase in the Revolving
Commitments under this Section.

      (f)   Conflicting Provisions. This Section shall supersede any provisions
in Sections 2.13 or 10.01 to the contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01  TAXES.

      (a)   Payments Free of Taxes. Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes, provided that if the Borrower shall be required by
applicable law to deduct any Indemnified Taxes (including any Other Taxes) from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall timely pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

      (b)   Payment of Other Taxes by the Borrower. Without limiting the
provisions of subsection (a) above, the Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

      (c)   Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender or
the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.

      (d)   Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

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<PAGE>

      (e)   Status of Lenders.

            (i)   Any Foreign Lender that is entitled to an exemption from or
      reduction of withholding tax under the law of the jurisdiction in which
      the Borrower is resident for tax purposes, or any treaty to which such
      jurisdiction is a party, with respect to payments hereunder or under any
      other Loan Document shall deliver to the Borrower (with a copy to the
      Administrative Agent), at the time or times prescribed by applicable law
      or reasonably requested by the Borrower or the Administrative Agent, such
      properly completed and executed documentation prescribed by applicable law
      as will permit such payments to be made without withholding or at a
      reduced rate of withholding. In addition, any Lender, if requested by the
      Borrower or the Administrative Agent, shall deliver such other
      documentation prescribed by applicable law or reasonably requested by the
      Borrower or the Administrative Agent as will enable the Borrower or the
      Administrative Agent to determine whether or not such Lender is subject to
      backup withholding or information reporting requirements.

            (ii)  Without limiting the generality of the foregoing, in the event
      that the Borrower is resident for tax purposes in the United States, any
      Foreign Lender shall deliver to the Borrower and the Administrative Agent
      (in such number of copies as shall be requested by the recipient) on or
      prior to the date on which such Foreign Lender becomes a Lender under this
      Agreement (and from time to time thereafter as prescribed by applicable
      law or upon the request of the Borrower or the Administrative Agent, but
      only if such Foreign Lender is legally entitled to do so), whichever of
      the following is applicable:

                  (A)   duly executed and properly completed copies of Internal
            Revenue Service Form W-8BEN claiming eligibility for benefits of an
            income tax treaty to which the United States is a party, duly
            executed and properly completed copies of Internal Revenue Service
            Form W-8ECI,

                  (B)   in the case of a Foreign Lender claiming the benefits of
            the exemption for portfolio interest under section 881(c) of the
            Code, (x) a certificate to the effect that such Foreign Lender is
            not (A) a "bank" within the meaning of section 881(c)(3)(A) of the
            Code, (B) a "10 percent shareholder" of the Borrower within the
            meaning of section 881(c)(3)(B) of the Code, or (C) a "controlled
            foreign corporation" described in section 881(c)(3)(C) of the Code
            and (y) duly executed and properly completed copies of Internal
            Revenue Service Form W-8BEN, or

                  (C)   any other form prescribed by applicable law as a basis
            for claiming exemption from or a reduction in United States Federal
            withholding tax duly executed and properly completed together with
            such supplementary documentation as may be prescribed by applicable
            law to permit the Borrower to determine the withholding or deduction
            required to be made.

            (iii) Without limiting the generality of the foregoing, in the event
      that the Borrower is resident for tax purposes in the United States, any
      Foreign Lender, to the

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<PAGE>

      extent it does not act or ceases to act for its own account with respect
      to any portion of any sums paid or payable to such Lender under any of the
      Loan Documents (for example, in the case of a typical participation by
      such Lender), shall deliver to the Borrower and the Administrative Agent
      (in such number of copies as shall be requested by the recipient), on or
      prior to the Closing Date (in the case of each Foreign Lender listed on
      the signature pages hereof), on or prior to the date of the Assignment and
      Assumption pursuant to which it becomes a Lender (in the case of each
      other Foreign Lender), or on such later date when such Foreign Lender
      ceases to act for its own account with respect to any portion of any such
      sums paid or payable, and at such other times as may be necessary in the
      determination of the Borrower or the Administrative Agent (each in the
      reasonable exercise of its discretion):

                  (A)   duly executed and properly completed copies of the forms
            and statements required to be provided by such Foreign Lender under
            Section 3.01(e)(ii), to establish the portion of any such sums paid
            or payable with respect to which such Lender acts for its own
            account that is not subject to United States withholding tax or
            subject to a reduced rate of withholding tax, and

                  (B)   duly executed and properly completed copies of Internal
            Revenue Service Form W-8IMY (or any successor forms) properly
            completed and duly executed by such Lender, together with any
            information, if any, such Foreign Lender chooses to transmit with
            such form, and any other certificate or statement of exemption
            required under the Code or the regulations thereunder, to establish
            that such Foreign Lender is not acting for its own account with
            respect to a portion of any such sums payable to such Foreign
            Lender.

            (iv)  Without limiting the generality of the foregoing, in the event
      that the Borrower is resident for tax purposes in the United States, any
      Lender that is not a Foreign Lender and has not otherwise established to
      the reasonable satisfaction of Borrower and Administrative Agent that it
      is an exempt recipient (as defined in section 6049(b)(4) of the Code and
      the regulations thereunder) shall deliver to the Borrower and the
      Administrative Agent (in such number of copies as shall be requested by
      the recipient) on or prior to the date on which such Lender becomes a
      Lender under this Agreement (and from time to time thereafter as
      prescribed by applicable law or upon the request of the Borrower or the
      Administrative Agent, but only if such Lender is legally entitled to do
      so), duly executed and properly completed copies of Internal Revenue
      Service Form W-9.

      (f)   Treatment of Certain Refunds. If the Administrative Agent, any
Lender or the L/C Issuer determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall pay to the Borrower an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case
may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the Borrower,

                                       49
<PAGE>

upon the request of the Administrative Agent, such Lender or the L/C Issuer,
agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person.

      3.02  ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the London interbank market, then, on notice thereof by such Lender
to the Borrower through the Administrative Agent, any obligation of such Lender
to make or continue Eurodollar Rate Loans or to convert Base Rate Committed
Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period therefor, if such Lender
may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted.

      3.03  INABILITY TO DETERMINE RATES. If the Required Lenders determine that
for any reason in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the London interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan, or
(c) the Eurodollar Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to
such Lenders of funding such Loan, the Administrative Agent will promptly so
notify the Borrower and each Lender. Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Committed Borrowing of Base Rate Loans in the amount specified therein.

      3.04  INCREASED COSTS; RESERVES ON EURODOLLAR RATE LOANS.

      (a)   Increased Costs Generally. If any Change in Law shall:

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<PAGE>

            (i)   impose, modify or deem applicable any reserve, special
      deposit, compulsory loan, insurance charge or similar requirement against
      assets of, deposits with or for the account of, or credit extended or
      participated in by, any Lender (except any reserve requirement
      contemplated by Section 3.04(e)) or the L/C Issuer;

            (ii)  subject any Lender or the L/C Issuer to any tax of any kind
      whatsoever with respect to this Agreement, any Letter of Credit, any
      participation in a Letter of Credit or any Eurodollar Loan made by it, or
      change the basis of taxation of payments to such Lender or the L/C Issuer
      in respect thereof (except for Indemnified Taxes or Other Taxes covered by
      Section 3.01 and the imposition of, or any change in the rate of, any
      Excluded Tax); or

            (iii) impose on any Lender or the L/C Issuer or the London interbank
      market any other condition, cost or expense affecting this Agreement or
      Eurodollar Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder in respect of any Eurodollar Loan or Letter
of Credit (whether of principal, interest or any other amount) then, upon
request of such Lender or the L/C Issuer, the Borrower will pay to such Lender
or the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.

      (b)   Capital Requirements. If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender's or the L/C Issuer's holding company, if
any, regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the L/C Issuer's capital or on the capital of
such Lender's or the L/C Issuer's holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender's or the L/C Issuer's holding company for any such reduction
suffered.

      (c)   Certificates for Reimbursement. A certificate of a Lender or the L/C
Issuer setting forth in reasonable detail the calculations of the amount or
amounts necessary to compensate such Lender or the L/C Issuer or its holding
company, as the case may be, as specified in subsection (a) or (b) of this
Section and delivered to the Borrower shall be presumptively correct absent
manifest error. The Borrower shall pay such Lender or the L/C

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<PAGE>

Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.

      (d)   Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than
90 days prior to the date that such Lender or the L/C Issuer, as the case may
be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's or the L/C Issuer's intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 90 day period referred to
above shall be extended to include the period of retroactive effect thereof).

      (e)   Reserves on Eurodollar Rate Loans. The Borrower shall pay to each
Lender, as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds
or deposits (currently known as "Eurocurrency liabilities"), additional interest
on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual
costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which shall
be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 10 days' prior notice (with a
copy to the Administrative Agent) of such additional interest from such Lender.
If a Lender fails to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable 10 days from receipt of
such notice.

      3.05  COMPENSATION FOR LOSSES. Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:

      (a)   any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

      (b)   any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

      (c)   any assignment of a Eurodollar Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it

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<PAGE>

at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in
the London interbank eurodollar market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.

      3.06  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

      (a)   Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

      (b)   Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Borrower may replace such Lender in accordance with Section
10.13.

      3.07  SURVIVAL. All of the Borrower's obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01  CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of the L/C
Issuer and each Lender to make its initial Credit Extension hereunder is subject
to satisfaction of the following conditions precedent:

      (a)   The Administrative Agent's receipt of the following, each of which
shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
Borrower, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent, the Syndication Agent
and each of the Lenders:

            (i)   executed counterparts of this Agreement, sufficient in number
      for distribution to the Administrative Agent, each Lender and the
      Borrower;

            (ii)  a Note executed by the Borrower in favor of each Lender
      requesting a Note;

                                       53
<PAGE>

            (iii) such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of Responsible Officers of the
      Borrower as the Administrative Agent may require evidencing the identity,
      authority and capacity of each Responsible Officer thereof authorized to
      act as a Responsible Officer in connection with this Agreement and the
      other Loan Documents;

            (iv)  such documents and certifications as the Administrative Agent
      may reasonably require to evidence that the Borrower is duly organized or
      formed, and that the Borrower is validly existing, in good standing and
      qualified to engage in business in the state of Nevada.

            (v)   favorable opinions of the General Counsel of the Borrower and
      of O'Melveny & Myers LLP, counsel to the Borrower, addressed to the
      Administrative Agent and each Lender, as to the matters set forth in
      Exhibit F and such other matters concerning the Borrower and the Loan
      Documents as the Required Lenders may reasonably request;

            (vi)  a certificate of a Responsible Officer of the Borrower either
      (A) attaching copies of all consents, licenses and approvals required in
      connection with the execution, delivery and performance by the Borrower
      and the validity against the Borrower of the Loan Documents to which it is
      a party, and such consents, licenses and approvals shall be in full force
      and effect, or (B) stating that no such consents, licenses or approvals
      are so required, other than, in the case of either clause (A) or (B), any
      such consents, licenses or approvals under applicable Gaming Laws which
      are not required to be obtained on or prior to the Closing Date, which
      consents, licenses or approvals the Borrower will seek in due course after
      the Closing Date;

            (vii) a certificate signed by a Responsible Officer of the Borrower
      certifying (A) that the conditions specified in Sections 4.02(a) and (b)
      have been satisfied; (B) that there has been no event or circumstance
      since the date of the Audited Financial Statements that has had or would
      be reasonably expected to have, either individually or in the aggregate, a
      Material Adverse Effect; and (C) the current Debt Ratings and a
      calculation of the Debt to Capitalization Ratio as of the last day of the
      fiscal quarter of the Borrower most recently ended prior to the Closing
      Date;

            (viii) evidence that the Existing Credit Agreement has been or
      concurrently with the Closing Date is being terminated; and

            (ix)  such other assurances, certificates, documents, consents or
      opinions as the Administrative Agent, the L/C Issuer, the Swing Line
      Lender or the Required Lenders reasonably may require.

      (b)   Any fees required to be paid on or before the Closing Date shall
have been paid.

      (c)   Unless waived by the Administrative Agent, the Borrower shall have
paid all fees, charges and disbursements of counsel to the Administrative Agent
to the extent invoiced prior to or on the Closing Date, plus such additional
amounts of such fees, charges and disbursements as shall constitute its
reasonable estimate of such fees, charges and disbursements incurred or to be

                                       54
<PAGE>

incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

      (d)   The Closing Date shall have occurred on or before August 15, 2004.

      Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

      4.02  CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender
to honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is subject to the following conditions
precedent:

      (a)   The representations and warranties of the Borrower contained in
Article V or any other Loan Document, or which are contained in any document
furnished at any time under or in connection herewith or therewith, shall be
true and correct in all material respects on and as of the date of such Credit
Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section
4.02, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01.

      (b)   No Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds thereof.

      (c)   The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.

      Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed
to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the applicable
Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants to the Administrative Agent and the
Lenders that:

      5.01  EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. The
Borrower and each Significant Subsidiary thereof (a) is duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction
of its incorporation or organization, (b) has all requisite corporate power and
authority and all requisite governmental licenses, authorizations,

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<PAGE>

consents and approvals to own its assets and carry on its business, and (c) is
duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license; except in each
case referred to in clauses (b) or (c) to the extent that failure to do so would
not reasonably be expected to have a Material Adverse Effect.

      5.02  AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Borrower of each Loan Document to which it is party, have
been duly authorized by all necessary corporate or other organizational action,
and do not and will not (a) contravene the terms of any of the Borrower's
Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to
be made under (i) any Contractual Obligation to which the Borrower is a party or
affecting the Borrower or the properties of the Borrower or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which the Borrower or its property is
subject; or (c) violate any Law.

      5.03  GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority (other than any such actions, notices or filings under
the applicable Gaming Laws which are not required to be taken prior to the
Closing Date, which actions, notices or filings the Borrower will seek in due
course after the Closing Date) or any other Person is necessary or required in
connection with the execution, delivery or performance by the Borrower of this
Agreement or any other Loan Document.

      5.04  BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by the Borrower. This Agreement constitutes, and each other Loan Document when
so delivered will constitute, a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except
as enforcement may be limited by Debtor Relief Laws or equitable principles
relating to the granting of specific performance and other equitable remedies as
a matter of judicial discretion.

      5.05  FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a)   The Audited Financial Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness.

      (b)   The unaudited consolidated balance sheet of the Borrower and its
Subsidiaries dated March 31, 2004, and the related consolidated statements of
income or operations, shareholders' equity and cash flows for the fiscal quarter
ended on that date (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as

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<PAGE>

otherwise expressly noted therein, and (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments.

      (c)   Since the date of the Audited Financial Statements, there has been
no event or circumstance, either individually or in the aggregate, that has had
or would reasonably be expected to have a Material Adverse Effect; provided that
if the Borrower shall establish a commercial paper program that is supported by
Committed Loans, then so long as such program is in effect, this representation
shall not be operative.

      5.06  LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrower after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against the Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) call into
question the validity or enforceability of, or otherwise seek to invalidate this
Agreement or any other Loan Document, or (b) either individually or in the
aggregate would reasonably be expected to have a Material Adverse Effect.

      5.07  NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that would, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document.

      5.08  OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and each
Subsidiary has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in such title or interests as
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The property of the Borrower and its Subsidiaries is
subject to no Liens, other than Liens permitted by Section 7.01.

      5.09  ENVIRONMENTAL COMPLIANCE. The Borrower and its Subsidiaries conduct
in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility for
violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Borrower has reasonably concluded
that such Environmental Laws and claims would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

      5.10  INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts (after giving effect to any self-insurance
compatible with the following standards), with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Borrower or the applicable
Subsidiary operates.

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<PAGE>

      5.11  TAXES. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, material assessments, material
fees and other material governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except those which
are being contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves have been provided in accordance with
GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary
that would, if made, have a Material Adverse Effect. Neither the Borrower nor
any Subsidiary thereof is party to any tax sharing agreement.

      5.12  ERISA COMPLIANCE.

      (a)   Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws to the
extent that non-compliance would reasonably be expected to have a Material
Adverse Effect. Each Plan that is intended to qualify under Section 401(a) of
the Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Borrower, nothing has occurred
which would prevent, or cause the loss of, such qualification, except to the
extent as would not reasonably be expected to result in a Material Adverse
Effect. The Borrower and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan,
except to the extent as would not reasonably be expected to result in a Material
Adverse Effect.

      (b)   There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that would reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
would reasonably be expected to result in a Material Adverse Effect.

      (c)   (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA, except, in each case referred to
in clauses (i)-(v), to the extent that would not reasonably be expected to
result in a Material Adverse Effect.

      5.13  SIGNIFICANT SUBSIDIARIES; EQUITY INTERESTS. As of the Closing Date,
the Borrower has no Significant Subsidiaries other than those specifically
disclosed in Schedule 5.13, and all of the outstanding Equity Interests in such
Subsidiaries have been validly

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<PAGE>

issued, are fully paid and nonassessable and are owned by the Borrower in the
amounts specified on Schedule 5.13 free and clear of all Liens.

      5.14  MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

      (a)   The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.

      (b)   None of the Borrower, any Person Controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

      5.15  DISCLOSURE. No written report, financial statement, certificate or
other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document (in each case, as modified or supplemented by
other information so furnished) contains any material misstatement of fact or,
to Borrower's knowledge, omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time, it
being recognized by the Administrative Agent, the Issuing Bank and the Lenders
that such projections as to future events are not to be viewed as facts, and
that actual results during the period or periods covered thereby may differ from
the projected results.

      5.16  COMPLIANCE WITH LAWS. Each of the Borrower and each Subsidiary is in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.

      5.17  INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person, except to the extent that would
not reasonably be expected to have a Material Adverse Effect. To the best
knowledge of the Borrower, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower or any Subsidiary infringes upon
any rights held by any other Person, except to the extent that would not
reasonably be expected to have a

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<PAGE>

Material Adverse Effect. No claim or litigation regarding any of the foregoing
is pending or, to the best knowledge of the Borrower, threatened, which, either
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each
Subsidiary to:

      6.01  FINANCIAL STATEMENTS. Deliver to the Administrative Agent, in form
and detail satisfactory to the Administrative Agent and the Required Lenders:

      (a)   as soon as available, but in any event within 90 days after the end
of each fiscal year of the Borrower (commencing with the fiscal year ended on or
about September 30, 2004), a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP
or another independent certified public accountant of nationally recognized
standing reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any "going concern" or like qualification or exception
or any qualification or exception as to the scope of such audit; and

      (b)   as soon as available, but in any event within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower
(commencing with the fiscal quarter ended on or about June 30, 2004), a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal quarter and for
the portion of the Borrower's fiscal year then ended, setting forth in each case
in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail, certified by a Responsible Officer of the Borrower as
fairly presenting the financial condition, results of operations, shareholders'
equity and cash flows of the Borrower and its Subsidiaries in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes.

As to any information contained in materials furnished pursuant to Section
6.02(d), the Borrower shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.

      6.02  CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative
Agent, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

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<PAGE>

      (a)   concurrently with the delivery of the financial statements referred
to in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default or, if
any such Default shall exist, stating the nature and status of such event;

      (b)   concurrently with the delivery of the financial statements referred
to in Sections 6.01(a) and (b) (commencing with the delivery of the financial
statements for the fiscal quarter ended on or about June 30, 2004), a duly
completed Compliance Certificate signed by a Responsible Officer of the
Borrower;

      (c) (i) as soon as possible and in any event within 45 days after the end
of each fiscal quarter ending on or about September 30, a certification from a
Responsible Officer as to of the Debt to Capitalization Ratio as of the end of
such fiscal quarter; and (ii) at Borrower's election following the end of a
fiscal quarter other than the fiscal quarter ending as of September 30, a
certification from a Responsible Officer as to the Debt to Capitalization Ratio
as of the end of such fiscal quarter;

      (d)   promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of the Borrower, and copies of all annual, regular, periodic and
special reports and registration statements which the Borrower may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto; and

      (e)   promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.

      Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Borrower's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests
the Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower shall notify the Administrative Agent (by telecopier or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. Notwithstanding anything contained herein, in every instance
the Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(b) to the Administrative Agent. Except for
such Compliance Certificates, the Administrative Agent shall have no obligation
to request the

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<PAGE>

delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.

      6.03  NOTICES. Promptly notify the Administrative Agent:

      (a)   of the occurrence of any Default;

      (b)   of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including any of the following to the
extent that any such matter would reasonably be expected to have a Material
Adverse Effect (i) breach or non-performance of, or any default under, a
Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute,
litigation, investigation, proceeding or suspension between the Borrower or any
Subsidiary and any Governmental Authority; or (iii) the commencement of, or any
material development in, any litigation or proceeding affecting the Borrower or
any Subsidiary, including pursuant to any applicable Environmental Laws;

      (c)   of the occurrence of any ERISA Event;

      (d)   of any material change in accounting policies or financial reporting
practices by the Borrower or any Subsidiary; and

      (e)   of any announcement by Moody's or S&P of any change or possible
change in a Debt Rating.

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

      6.04  PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, which, if unpaid, would
reasonably be expected to have a Material Adverse Effect, including the
following obligations and liabilities to the extent that, if unpaid, would
reasonably be expected to have a Material Adverse Effect (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
lawful claims which, if unpaid, would by law become a Lien upon its property;
and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

      6.05  PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in
full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization except in a transaction permitted by
Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so would
not reasonably

                                       62
<PAGE>

be expected to have a Material Adverse Effect; and (c) preserve or renew all of
its registered patents, trademarks, trade names and service marks, the
non-preservation of which would reasonably be expected to have a Material
Adverse Effect.

      6.06  MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business
in good working order and condition, ordinary wear and tear excepted; and (b)
make all necessary repairs thereto and renewals and replacements thereof except
in each case where the failure to do so would not reasonably be expected to have
a Material Adverse Effect.

      6.07  MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts (after giving effect to any self-insurance
compatible with the following standards) as are customarily carried under
similar circumstances by such other Persons.

      6.08  COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith would not reasonably be expected to have a
Material Adverse Effect.

      6.09  BOOKS AND RECORDS. (a) Maintain proper books of record and account,
in which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Borrower or such Subsidiary, as the case may be; and
(b) maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower or such Subsidiary, as the case may be.

      6.10  INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Borrower; provided, however, that Borrower may if it so chooses be present at or
participate in any discussions with its accountants and that, when an Event of
Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

      6.11  USE OF PROCEEDS. Use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan
Document, including acquisitions and stock repurchases and the cash tender or
redemption of the Borrower's 8.375% senior notes due 2009.

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<PAGE>

      6.12  NEGATIVE PLEDGE APPROVAL. On or before December 31, 2004 (or such
later date as may be acceptable to the Administrative Agent), obtain the
approvals necessary under Section 7.01(d) to terminate the exception to the
limitation on Liens provided therein.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding:

      7.01  LIENS. The Borrower shall not, nor shall it permit any Subsidiary
to, directly or indirectly create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:

      (a)   Liens pursuant to any Loan Document;

      (b)   Liens existing on the date hereof and listed on Schedule 7.01 and
any renewals or extensions thereof, provided that (i) the property covered
thereby is not changed, (ii) the amount secured or benefited thereby is not
increased, (iii) the direct or any contingent obligor with respect thereto is
not changed, and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.02(a);

      (c)   Permitted Encumbrances;

      (d)   any Lien on shares of any equity security or any warrant or option
to purchase an equity security or any security which is convertible into an
equity security issued by any Subsidiary of the Borrower that holds, directly or
indirectly through a holding company or otherwise, a license to conduct gaming
under any Gaming Law, and in the proceeds thereof; provided that this clause
shall apply only so long as the Gaming Laws of the relevant jurisdiction provide
that the creation of any Lien or other restriction on the disposition of any of
such securities shall not be effective and, if such Gaming Laws at any time
cease to so provide, then this clause shall be of no further effect; and
provided further that if at any time the Borrower or any of its Subsidiaries
creates or suffers to exist a Lien covering such securities in favor of the
holder of any other Indebtedness, it will (subject to any approval required
under such Gaming Laws) concurrently grant a pari-passu Lien likewise covering
such securities in favor of the Administrative Agent for the benefit of the
Lenders;

      (e)   Liens on property acquired or constructed by Borrower or any of its
Subsidiaries, and in the proceeds thereof, that (i) were in existence at the
time of the acquisition or construction of such property or were created or
assumed at or within 90 days after such acquisition or construction, and (ii)
secure (in the case of Liens not in existence at the time of acquisition of the
Property) only the unpaid portion of the acquisition or construction price for
such property, or monies borrowed that were used to pay such acquisition or
construction price;

      (f)   Liens not otherwise permitted by the foregoing clauses of this
Section 7.01 securing Indebtedness in an aggregate principal amount not to
exceed $50,000,000; and

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<PAGE>

      (g)   Liens not otherwise permitted by the foregoing clauses of this
Section encumbering assets of the Borrower and its Subsidiaries having an
aggregate fair market value which is not in excess of 10% of Net Tangible Assets
(determined, in each case, by reference to the most recent date for which the
Borrower has delivered its financial statements under Section 6.01(a) or (b)).

      7.02  INDEBTEDNESS. The Borrower shall not permit any Subsidiaries to,
directly or indirectly create, incur, assume or suffer to exist any
Indebtedness, except:

      (a)   Indebtedness outstanding on the date hereof and listed on Schedule
7.02 and any refinancings, refundings, renewals or extensions thereof; provided
that the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;

      (b)   Indebtedness of any Subsidiary owing to the Borrower or any other
Subsidiary;

      (c)   Guarantees of any Subsidiary in respect of Indebtedness otherwise
permitted hereunder of any wholly-owned Subsidiary;

      (d)   secured Indebtedness permitted by Sections 7.01(e), 7.01(f) or
7.01(g).

      (e)   unsecured Indebtedness which was created, assumed or incurred by
such Subsidiary prior to its acquisition by Borrower and its Subsidiaries (and
not in anticipation of such acquisition);

      (f)   letters of credit, surety bonds and other similar forms of credit
enhancement for such Subsidiaries incurred in the ordinary course of their
business; and

      (g)   other Indebtedness at any time outstanding in an aggregate principal
amount not to exceed $350,000,000 minus the amount of Indebtedness then
outstanding secured by Liens permitted pursuant to Section 7.01(f) and (g).

      7.03  FUNDAMENTAL CHANGES. The Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly merge, dissolve, liquidate, consolidate
with or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, to the extent that,
after giving effect to such transaction, a Default exists or would result
therefrom or, after giving pro forma effect to such transaction, the Borrower
shall not be in compliance with the covenants in Section 7.07; and provided that
the Borrower shall be the survivor of any merger involving the Borrower; and
provided further that

      (a)   any Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries, provided that when any wholly-owned Subsidiary is merging
with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or
surviving Person; and

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      (b)   any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another
Subsidiary; any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another
Subsidiary; provided that if the transferor in such a transaction is a
wholly-owned Subsidiary, then the transferee must either be the Borrower or a
wholly-owned Subsidiary.

      7.04  HOSTILE TENDER OFFERS. The Borrower shall not, nor shall it permit
any Subsidiary to, directly or indirectly make any offer to purchase or acquire,
or consummate a purchase or acquisition of, 5% or more of the capital stock of
any corporation or other equity securities of any business entity if the equity
securities of such business entity are publicly traded, the board of directors
or management of such corporation or business entity has notified the Borrower
or any of its Subsidiaries in writing that it opposes such offer or purchase and
such notice has not been withdrawn or superseded.

      7.05  CHANGE IN NATURE OF BUSINESS. The Borrower shall not, nor shall it
permit any Significant Subsidiary to, engage in any material line of business
substantially different from (i) those lines of business conducted by the
Borrower and its Subsidiaries on the date hereof or (ii) any business reasonably
related or incidental thereto including, without limitation, (A) the operation
of gaming facilities, (B) the provision of gaming-related hardware, software or
services to customers in legal gaming jurisdictions, and/or (C) the provision of
hardware, software or services to customers in the video game industry or the
on-line lottery industry.

      7.06  USE OF PROCEEDS. The Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such
purpose, in any case in violation of Regulation U.

      7.07  FINANCIAL COVENANTS.

      (a)   Interest Coverage Ratio. The Borrower shall not permit the Interest
Coverage Ratio as of the last day of any fiscal quarter of the Borrower to be
less than 3.00 to 1.00:

      (b)   Total Leverage Ratio. The Borrower shall not permit the Total
Leverage Ratio as of the last day of any fiscal quarter of the Borrower to be
greater than 4.00 to 1.00.

                                  ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

      8.01  EVENTS OF DEFAULT. Any of the following shall constitute an Event of
Default:

      (a)   Non-Payment. The Borrower fails to pay (i) when and as required to
be paid herein, any amount of principal of any Loan or any L/C Obligation, or
(ii) within five Business Days after the same becomes due, any interest on any
Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five
Business Days after the same becomes due, any other amount payable hereunder or
under any other Loan Document; or

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      (b)   Specific Covenants. The Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 6.03, 6.05, 6.11 or 6.12
or Article VII; or

      (c)   Other Defaults. The Borrower fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days after written notice thereof from the Administrative Agent
on behalf of any Lender; or

      (d)   Representations and Warranties. Any representation or warranty made
by Borrower herein, in any other Loan Document, or in any certificate or other
writing delivered by Borrower pursuant to any Loan Document shall be incorrect
in any material respect when made or deemed made; or

      (e)   Cross-Default. (i) The Borrower or any Significant Subsidiary (A)
fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate principal amount (including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than
$100,000,000, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there occurs under any
Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to which the
Borrower or any Significant Subsidiary is the Defaulting Party (as defined in
such Swap Contract) or (B) any Termination Event (as so defined) under such Swap
Contract as to which the Borrower or any Significant Subsidiary is an Affected
Party (as so defined) and, in either event, the Swap Termination Value owed by
the Borrower or such Subsidiary as a result thereof is greater than
$100,000,000; or

      (f)   Insolvency Proceedings, Etc. The Borrower or any of its Significant
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

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      (g)   Inability to Pay Debts; Attachment. (i) The Borrower or any
Significant Subsidiary becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or warrant
of attachment or execution or similar process for the payment of money in an
aggregate amount in excess of $75,000,000 is issued or levied against all or any
of the property of any such Person and is not released, vacated or fully bonded
within 30 days after its issue or levy; or

      (h)   Judgments. There is entered against the Borrower or any Significant
Subsidiary a final judgment or order for the payment of money in an aggregate
amount in excess of $75,000,000 (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage in a
material respect), such judgment remains unsatisfied and there is a period of 30
consecutive days during which a stay of enforcement of such judgment, by reason
of a pending appeal or otherwise, is not in effect; or

      (i)   ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $100,000,000,
or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of $100,000,000; or

      (j)   Invalidity of Loan Documents. Any Loan Document, at any time after
its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases
to be in full force and effect; or the Borrower or any other Person contests in
any manner the validity or enforceability of any Loan Document; or the Borrower
denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document.

      8.02  REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs and
is continuing, the Administrative Agent shall, at the request of, or may, with
the consent of, the Required Lenders, take any or all of the following actions:

      (a)   declare the commitment of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;

      (b)   declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

      (c)   require that the Borrower Cash Collateralize the L/C Obligations (in
an amount equal to the then Outstanding Amount thereof); and

      (d)   exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable law;

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provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

      8.03  APPLICATION OF FUNDS. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer and amounts payable under Article
III), ratably among them in proportion to the amounts described in this clause
Second payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;

      Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C
Issuer in proportion to the respective amounts described in this clause Fourth
held by them;

      Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

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                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

      9.01  APPOINTMENT AND AUTHORITY. Each of the Lenders and the L/C Issuer
hereby irrevocably appoints Wells Fargo to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Lenders and the L/C Issuer, and the Borrower shall not
have rights as a third party beneficiary of any of such provisions.

      9.02  RIGHTS AS A LENDER. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

      9.03  EXCULPATORY PROVISIONS. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

      (a)   shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

      (b)   shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent
is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is
contrary to any Loan Document or applicable law; and

      (c)   shall not, except as expressly set forth herein and in the other
Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its
Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.

      The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the

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absence of its own gross negligence or willful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by the
Borrower, a Lender or the L/C Issuer.

      The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

      9.04  RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

      9.05  DELEGATION OF DUTIES. The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

      9.06  RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent may at
any time give notice of its resignation to the Lenders, the L/C Issuer and the
Borrower. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, with the consent of the Borrower at all times other than
during the continuance of an Event of Default (which consent shall not be
unreasonably withheld or delayed), to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the

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United States. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a
successor Administrative Agent meeting the qualifications set forth above;
provided that if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (1) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the retiring Administrative Agent's resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

      9.07  NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender
and the L/C Issuer acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

      9.08  NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Syndication Agent, Co-Documentation Agents, Joint
Lead Arrangers or Joint Book Managers listed on the cover page hereof shall have
any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in its capacity, as applicable, as the Administrative
Agent, a Lender or the L/C Issuer hereunder.

      9.09  ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Borrower, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the

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Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise

      (a)   to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C
Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C
Issuer and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the L/C Issuer and the Administrative Agent
under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial
proceeding; and

      (b)   to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

                                   ARTICLE X.
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower and acknowledged by the Administrative Agent, and each
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

      (a)   waive any condition set forth in Section 4.01(a) without the written
consent of each Lender;

      (b)   extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

      (c)   postpone any date fixed by this Agreement or any other Loan Document
for any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them)

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hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby;

      (d)   reduce the principal of, or the rate of interest specified herein
on, any Loan or L/C Borrowing, or (subject to clause (v) of the second proviso
to this Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Required Lenders shall
be necessary to amend the definition of "Default Rate" or to waive any
obligation of the Borrower to pay interest or Letter of Credit Fees at the
Default Rate;

      (e)   change Section 2.13 or Section 8.03 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender;

      (f)   change any provision of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender directly affected thereby; or

      (g)   impose any greater restriction on the ability of any Lender to
assign any of its rights or obligations hereunder without the written consent of
Lenders having more than 50% of the Aggregate Credit Exposures then in effect
within each of the following classes of Commitments, Loans and other Credit
Extensions directly affected thereby: (i) the class consisting of the Revolving
Commitment, and (ii) the class consisting of the Term Loan Commitment. For
purposes of this clause, the aggregate amount of each Revolving Lender's risk
participation and funded participation in L/C Obligations and Swing Line Loans
shall be deemed to be held by such Revolving Lender.

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; (iv)
Section 10.06(h) may not be amended, waived or otherwise modified without the
consent of each Granting Lender all or any part of whose Loans are being funded
by an SPC at the time of such amendment, waiver or other modification; and (v)
the Fee Letters may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender.

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      10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

      (a)   Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

            (i)   if to the Borrower, the Administrative Agent, the L/C Issuer
      or the Swing Line Lender, to the address, telecopier number, electronic
      mail address or telephone number specified for such Person on Schedule
      10.02; and

            (ii)  if to any other Lender, to the address, telecopier number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

      (b)   Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.

      The Borrower agrees that the Administrative Agent may make any material
delivered by the Borrower to the Administrative Agent, as well as any
amendments, waivers, consents, and other written information, documents,
instruments and other materials relating to the Borrower, any of its
Subsidiaries, or any other materials or matters relating to this Agreement, the
Notes or any of the transactions contemplated hereby (collectively, the
"Communications") available to the Lenders by posting such notices on an
electronic delivery system (which may be provided by the Administrative Agent,
an Affiliate of the Administrative Agent, or any Person that is not an Affiliate
of the Administrative Agent), such as IntraLinks, or a substantially similar
electronic system (the "Platform"). The Borrower acknowledges that (i) the
distribution of material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided "as is" and "as available" and (iii)
neither the Administrative Agent nor any of its Affiliates warrants the
accuracy, completeness, timeliness, sufficiency, or sequencing of the
Communications posted on

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the Platform. The Administrative Agent and its Affiliates expressly disclaim
with respect to the Platform any liability for errors in transmission, incorrect
or incomplete downloading, delays in posting or delivery, or problems accessing
the Communications posted on the Platform and any liability for any losses,
costs, expenses or liabilities that may be suffered or incurred in connection
with the Platform. No warranty of any kind, express, implied or statutory,
including, without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from
viruses or other code defects, is made by the Administrative Agent or any of its
Affiliates in connection with the Platform.

      Each Lender agrees that notice to it (as provided in the next sentence) (a
"Notice") specifying that any Communication has been posted to the Platform
shall for purposes of this Agreement constitute effective delivery to such
Lender of such information, documents or other materials comprising such
Communication. Each Lender agrees (i) to notify, on or before the date such
Lender becomes a party to this Agreement, the Administrative Agent in writing of
such Lender's e-mail address to which a Notice may be sent (and from time to
time thereafter to ensure that the Administrative Agent has on record an
effective e-mail address for such Lender) and (ii) that any Notice may be sent
to such e-mail address.

      (c)   Change of Address, Etc. Each of the Borrower, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier, telephone number or email address for notices and other
communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, telecopier, telephone number or email address for
notices and other communications hereunder by notice to the Borrower, the
Administrative Agent, the L/C Issuer and the Swing Line Lender.

      (d)   Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Committed Loan Notices and Swing
Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i)
such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii)
the terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer,
each Lender and the Related Parties of each of them from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower. All telephonic notices
to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender, the L/C
Issuer or the Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

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      10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a)   Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Syndication
Agent and their Affiliates (including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent and the Syndication Agent,
in connection with the syndication of the credit facilities provided for herein,
the preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the L/C Issuer in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) during the occurrence and continuance of an
Event of Default, all out-of-pocket expenses incurred by the Administrative
Agent, any Lender or the L/C Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or the L/C
Issuer), in connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made or Letters
of Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.

      (b)   Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent and the Syndication Agent (and any sub-agent or either
thereof), each Lender and the L/C Issuer, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements
of any counsel for any Indemnitee), incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower, and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought by the
Borrower against an Indemnitee for breach in bad faith of such Indemnitee's
obligations hereunder or under any other Loan Document, if the Borrower has
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.

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<PAGE>

      (c)   Reimbursement by Lenders. To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to the Administrative Agent or the Syndication
Agent (or any sub-agent or either thereof), the L/C Issuer or any Related Party
of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent, the Syndication Agent (or any such sub-agent), the L/C
Issuer or such Related Party, as the case may be, such Lender's Pro Rata Share
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent, the
Syndication Agent (or any such sub-agent) or the L/C Issuer in its capacity as
such, or against any Related Party of any of the foregoing acting for the
Administrative Agent, the Syndication Agent (or any such sub-agent) or L/C
Issuer in connection with such capacity. The obligations of the Lenders under
this subsection (c) are subject to the provisions of Section 2.12(d).

      (d)   Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable law, the Borrower shall not assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

      (e)   Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

      (f)   Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent and the L/C Issuer, the replacement of
any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

      10.05 PAYMENTS SET ASIDE. To the extent that any payment by or on behalf
of the Borrower is made to the Administrative Agent, the L/C Issuer or any
Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its
right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a

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rate per annum equal to the Federal Funds Rate from time to time in effect. The
obligations of the Lenders and the L/C Issuer under clause (b) of the preceding
sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.

      10.06 SUCCESSORS AND ASSIGNS.

      (a)   Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section, (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (f)
of this Section, or (iv) to an SPC in accordance with the provisions of
subsection (h) of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to
the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

      (b)   Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that

            (i)   except in the case of an assignment of the entire remaining
      amount of the assigning Lender's Commitment and the Loans at the time
      owing to it or in the case of an assignment to a Lender or an Affiliate of
      a Lender or an Approved Fund with respect to a Lender, the aggregate
      amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the Commitment is not then in effect, the
      principal outstanding balance of the Loans of the assigning Lender subject
      to each such assignment, determined as of the date the Assignment and
      Assumption with respect to such assignment is delivered to the
      Administrative Agent or, if "Trade Date" is specified in the Assignment
      and Assumption, as of the Trade Date, shall not be less than $1,000,000
      unless each of the Administrative Agent and, so long as no Event of
      Default has occurred and is continuing, the Borrower otherwise consents
      (each such consent not to be unreasonably withheld or delayed);

            (ii)  each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement with respect to the Loans or the Commitment assigned,
      except that this clause (ii) shall not apply to rights in respect of Swing
      Line Loans;

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<PAGE>

            (iii) any assignment of a Revolving Commitment must be approved by
      the Borrower, unless an Event of Default shall have occurred and be
      continuing, the Administrative Agent, the L/C Issuer and the Swing Line
      Lender (each such consent not to be unreasonably withheld or delayed)
      unless the Person that is the proposed assignee is itself a Lender
      (whether or not the proposed assignee would otherwise qualify as an
      Eligible Assignee) and any assignment of a Term Loan must be approved by
      the Administrative Agent and, so long as no Event of Default has occurred
      and is continuing, the Borrower (each such consent not to be unreasonably
      withheld or delayed) unless the Person that is the proposed assignee is
      itself a Lender (whether or not the proposal assignee would otherwise
      qualify as an Eligible Assignee); and

            (iv)  the parties to each assignment shall execute and deliver to
      the Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500, and the Eligible Assignee, if it
      shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

      (c)   Register. The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at the Administrative Agent's Office
a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by each of the Borrower and the L/C Issuer at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or substantive change to
the Loan Documents is pending, any Lender wishing to consult with other Lenders
in connection therewith may request and receive from the Administrative Agent a
copy of the Register.

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      (d)   Participations. Any Lender may at any time, without the consent of,
or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person or the Borrower or any of the Borrower's
Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the Borrower, the
Administrative Agent, the Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (iv) to the extent required under
applicable Gaming Laws, each Participant must be registered with, approved by,
or not disapproved by (whichever may be required under applicable Gaming Laws),
all applicable Gaming Boards and may not be the subject of a Lender
Disqualification.

      Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

      (e)   Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent. A
Participant shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
3.01(e) as though it were a Lender.

      (f)   Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

      (g)   Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any

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applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

      (h)   Special Purpose Funding Vehicles. Notwithstanding anything to the
contrary contained herein, any Lender (a "Granting Lender") may grant to a
special purpose funding vehicle identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Borrower (an "SPC")
the option to provide all or any part of any Committed Loan that such Granting
Lender would otherwise be obligated to make pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to fund any
Committed Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to make all or any part of such Committed Loan, the Granting
Lender shall be obligated to make such Committed Loan pursuant to the terms
hereof or, if it fails to do so, to make such payment to the Administrative
Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees
that (i) neither the grant to any SPC nor the exercise by any SPC of such option
shall increase the costs or expenses or otherwise increase or change the
obligations of the Borrower under this Agreement (including its obligations
under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would be liable, and
(iii) the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. The making of a Committed Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Committed Loan were made by such Granting Lender. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior debt of any SPC, it will not institute against, or join
any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any State thereof. Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Borrower and the Administrative Agent and with the payment of a
processing fee of $3,500, assign all or any portion of its right to receive
payment with respect to any Committed Loan to the Granting Lender and (ii)
disclose on a confidential basis any non-public information relating to its
funding of Committed Loans to any rating agency, commercial paper dealer or
provider of any surety or Guarantee or credit or liquidity enhancement to such
SPC.

      10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of the
Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and agrees to keep such
Information confidential), (b) to the extent requested by any Gaming Board or
any regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the

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enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of the information and agree to keep such Information
confidential) or (ii) any actual or prospective counterparty (or its advisors)
to any swap or derivative transaction relating to the Borrower and its
obligations (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of the information and agree to
keep such Information confidential), (g) with the consent of the Borrower or (h)
to the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower and
such recipient reasonably believes such disclosure was proper.

      For purposes of this Section, "Information" means all information received
from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary
or any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Borrower or any Subsidiary;
provided that all Information may be shared by and among the Administrative
Agent, any Lender or the L/C Issuer whether or not such Information is
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

      10.08 RIGHT OF SETOFF. If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
of the Borrower against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement or any other Loan Document to such
Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrower may be contingent or
unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify
the Borrower and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.

      10.09 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that

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exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.
In determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to
the extent permitted by applicable Law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder.

      10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

      10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

      10.12 SEVERABILITY. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      10.13 REPLACEMENT OF LENDERS. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender is a Defaulting Lender or the subject of a Lender
Disqualification or is no longer an Eligible Assignee under clause (B) of the
definition thereof, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to

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assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 10.06), all of its
interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided that:

      (a)   the Borrower shall have paid to the Administrative Agent the
assignment fee specified in Section 10.06(b);

      (b)   such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts);

      (c)   in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

      (d)   such assignment does not conflict with applicable Laws.

      A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

      10.14 GOVERNING LAW; JURISDICTION; ETC.

      (a)   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

      (b)   SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO

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THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.

      (c)   WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.

      (d)   SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

      10.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      10.16 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.

      10.17 COOPERATION WITH GAMING BOARDS. The Administrative Agent and the
Lenders agree to cooperate with all Gaming Boards in connection with the
administration of their regulatory jurisdiction over the Borrower and its
Subsidiaries, including the provision of such documents and other information as
may be requested by any such Gaming Board relating to Borrower or any of its
Subsidiaries or to the Loan Documents.

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      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                        INTERNATIONAL GAME TECHNOLOGY

                                        By: /s/ Maureen T. Mullarkey
                                            ------------------------------------
                                        Name: Maureen T. Mullarkey
                                        Title: Chief Financial Officer

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